Schedule - III - Mandatory disclosures in offer document or placement memorandum or follow on offer document - Securities and Exchange Board of India (Infrastructure Investment Trusts) Regulations, 2014

SCHEDULE III [See regulations 14, 15, 19, 21 and 23] MANDATORY DISCLOSURES IN OFFER DOCUMENT 1 [or PLACEMENT MEMORANDUM] or FOLLOW ON OFFER DOCUMENT 1. Introduction a. Name, registered office address, correspondence address, contact person (s), contact details and email id of the InvIT b. Place and date of creation of the InvIT c. Registration number and date of registeration of the InvIT with the Board 2. Details of sponsor(s), Investment Manager, Project Manager, Trustee and other parties a. Sponsor (s) (In case of multiple sponsors, provide details for every sponsor) i. Name, registered office address, correspondence addresses, Contact person (s), contact details, email id ii. Background of the sponsor including activities being undertaken by the sponsor with respect to infrastructure. iii. Holding or proposed holding by sponsor in the InvIT b. Investment Manager and Project Manager i. Background of the investment or Project Manager including past experience in management or advisory services or development in infrastructure sector ii. Brief functions, duties and responsibilities of the investment or Project Manager iii. Brief profiles of directors of the Investment Manager and units held or proposed to held by them in the InvIT, if any c. Trustee i. Background of the Trustee including details of registration with the Board in case Trustee is a debenture Trustee ii. Names and profiles of the Directors iii. Functions, duties and responsibilities of the Trustee d. Other parties Names, details and functions of other key parties or entities involved in the structure of the InvIT including key terms of agreement with such parties, background and experience, brief functions, duties and responsibilities, Policy of appointment and removal, etc 3. Brief background of the InvIT a. Glossary of terms or abbreviations b. Structure and description of the InvIT c. Details of any arrangements pertaining to underlying InvIT assets, entered into with various parties prior to the issue d. Holding structure of the InvIT prior to the issue including breakup of the units held by parties to the InvIT and any other unit holder holding greater than five per cent. of the units of the InvIT; e. Proposed holding structure by the aforesaid parties post-issue f. Fee and expenses charged or chargeable to the InvIT by various parties including fees charged or proposed to be charged by the Investment Manager, valuer, auditor, Trustees and any other third party and shall also include any set-up costs g. Details of any Credit rating(s) obtained, if any 4. Terms of the issue a. Terms of the offer including number of units, price, issue opening date, issue closing date, terms and conditions and any other information as may be required for the investor to make an informed decision b. Policy of distributions to the unit holders including method of calculation and the frequency for distribution c. Listing of units i. Names of designated stock exchanges ii. Timelines for listing iii. Declaration that prior in-principle approval has been obtained from the designated stock exchanges d. Commitment received from strategic investors, if any 5. Market overview a. General market overview of the infrastructure sector b. Overview of the sub-sector in which the InvIT has invested or proposes to invest. 6. Description of the assets under the InvIT a. General consolidated details of all assets of the InvIT i. Breakup or proposed breakup of InvIT assets in terms of Reg 18(5)(a) and (b) ii. Details of proposed structure of investment by the InvIT in infrastructure projects iii. Details of the 2 [holdco or the SPV(s)] through which the projects are held or proposed to be held including capital structure, holding pattern, holding of InvIT in the 3 [holdco or the SPV(s)], rights of InvIT in the 4 [holdco or the SPV(s)], etc. pre-issue (current) and post-issue(proposed). Also, details of key terms of debt and other instruments in the 5 [holdco or the SPV(s)] shall be disclosed. iv. In case the projects are held or proposed to be held directly by the InvIT, details of holding of all the owners of the projects including per cent. of ownership, rights of InvIT vis- -vis other owners, etc. pre-issue (current) and post-issue(proposed) v. Status of lender's consent with respect to underlying projects and amendment in lender agreement, if any pursuant to acquisition of the assets by InvIT vi. Confirmation of adequate Insurance of all the infrastructure assets by the Trustee b. Project-wise details of infrastructure assets held or proposed to be held by the InvIT i. Name, location, pictures and other details of the project. ii. Structure of ownership of the project by the InvIT iii. Special features of the infrastructure projects, if any iv. Description of key agreements and restrictions relevant to the project such as terms of concession agreement, power purchase agreements, etc. v. Life of the asset (both contractually and physical life requiring maintenance, replacement) and right available to extend this life vi. Summary of Land diligence vii. Technical reports specific to the sub-sector such as traffic data report, wind or solar report, etc. viii. Month-wise revenue 6 [from the date of the latest financial statements included in the offer document or placement memorandum until the completed month before filing of the Draft offer document/offer document or Placement Memorandum] c. For under-construction projects, the following additional disclosures shall be made project-wise: i. Stage of construction along with per cent. of completed construction as at the end of the year ii. Progress of development iii. Expected completion iv. Status of approval or assessment from various authorities including statutory assessment environment considerations v. Key risks involved in delay 7. Business Details and Strategy a. Investment strategy Description of investment strategy of the InvIT Description of ROFR, if any, by the sponsor, with respect to any future assets including valuation methodology for future acquisitions from Sponsors in such cases Capital and risk management strategy b. Use of proceeds purpose of the issue Issue Expenses 8. Leverage a. Capital structure of the InvIT assets including any borrowings or deferred payments with respect to the InvIT assets prior to the issue and post-issue (Standalone and consolidated) b. Borrowing policy 9. Related party transactions a. Procedure for dealing with related party transactions b. Details of any related party transactions 7 [ which are undertaken in the last three financial years and current financial year] as well as any such transactions proposed in the future 10. Valuation a. Summary of valuation as per the latest full valuation report b. Valuation methodology c. Frequency of valuation and declaration of NAV 11. Financials a. Operating cash flow from the projects (project-wise) under the InvIT for the previous 3 years b. Summary of the financial statements of the InvIT, Investment Manager and sponsor for the previous 3 years, as applicable c. Management s Discussion and Analysis of factors by directors of the Investment Manager affecting financial condition and results of operations d. Projections of revenue and operating cash flows by InvIT, project-wise over next three years including assumptions details as certified by the auditor e. Details on payment history and working capital f. Contingent liabilities 8 [ as on the date of the latest financial information disclosed in the offer document/ placement memorandum] 12. Rights of Unit Holders a. Rights of unit holders b. Proposed disclosures to the unit holders either directly or by public dissemination on the designated stock exchange website c. Frequency and manner of meetings of unit holders 13. Title and approval disclosures, litigations and regulatory actions a. Title disclosure of the projects including any material litigations pertaining to the projects b. Regulatory authorities involved and status of approvals with respect to the underlying projects and approvals periodically required for the project as per any Act or rules or regulations or guidelines by the government or regulatory authority c. Brief description of the material litigations and regulatory actions, 9 [ which are pending, against the InvIT, sponsor(s), Investment Manager, Project Manager(s),or any of their associates 13 [ , sponsor group(s) ] and the trustee], if any 10 [***] 14. Risk factors 15. Brief details on taxation and regulatory aspects to enable the investors to make an informed decision 16. Other general information Policy of appointment of auditor and auditing standards to be followed 17. Sector specific information Any information pertaining to the sector or sub-sector that may be relevant for an investor to invest in units of the InvIT 18. Supporting Documents a. Full Valuation Report b. Auditors Report c. Any other such report 19. Such other information as is material and appropriate to enable the investors to make an informed decision 20. Declarations 11 [(to be signed by the board of directors of the investment manager and sponsor)] 12 [The documents to be provided to the Board,- a) Full valuation report, alongwith offer document/placement memorandum b) Project implementation/management agreement, alongwith draft offer document or the placement memorandum c) Due diligence certificate alongwith draft offer document and offer document/placement memorandum In principle approval from the exchange(s)] ************** NOTES:- 1 Inserted by Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2016, w.e.f 30.11.2016 2 Substituted for SPV by Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2016, w.e.f 30.11.2016 3 Substituted for SPV by Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2016, w.e.f 30.11.2016 4 Substituted for SPV by Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2016, w.e.f 30.11.2016 5 Substituted for SPV by Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2016, w.e.f 30.11.2016 6 Substituted for since COD of the project till date by Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2016, w.e.f 30.11.2016 7 Substituted for undertaken prior to the offer by Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2016, w.e.f 30.11.2016 8 Substituted for as on date by Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2016, w.e.f 30.11.2016 9 Substituted for whether completed or pending, against the InvIT, sponsor(s), Investment Manager, Trustee, or any of their associates by Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2016, w.e.f 30.11.2016 10 The words in the last 5 years omitted by the Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2018, w.e.f. 10.04.2018. 11 Inserted by Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2016, w.e.f 30.11.2016 12 Inserted by Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2016, w.e.f 30.11.2016 13. Inserted vide Notification No. SEBI/LAD-NRO/GN/2023/145 dated 16-08-2023