Schedule - 10 - Illustrative Roles and Responsibilities of Trustees - Securities and Exchange Board of India (Infrastructure Investment Trusts) Regulations, 2014

1 [Schedule X Illustrative Roles and Responsibilities of Trustees [See regulation 9(23)] 1. Asset Management Oversight: The trustee shall: i. conduct regular physical inspections of InvIT assets; and ii. supervise the maintenance and compliance of assets with safety and operational standards. 2. Regulatory Compliance and Reporting: i. The trustee shall provide periodic confirmations to SEBI that trustees have not engaged in transactions involving the units of the InvIT they manage. ii. The trustee shall ensure that the investment manager submits information to the trustees including: a) List of unitholders on quarterly basis; b) Shareholding of InvIT in SPV, HoldCo and Investment entity and changes if any on a quarterly basis; c) Confirmation on compliance with leverage limit on a quarterly basis and at the time of acquisition and disposal of assets; d) Trustee may request for due diligence report or such other information in respect of any acquisition; e) Net worth compliance certificate from investment manager on a half yearly basis; f) Net worth compliance certificate of sponsor and investment manager from practicing Chartered Accountant on an annual basis; and g) Confirmation on the details of unclaimed distributions till the previous quarter. iii. The trustee shall ensure that the distribution of net distributable cash flow has been made by the investment manager in accordance with these regulations and the trust deed. iv. Where the trustee has reason to believe that the conduct of business of the InvIT is not in accordance with these regulations they shall forthwith take such remedial steps as are necessary by them and shall immediately inform the unitholders and the Board of the violation and the action taken by them. 3. Managerial Oversight: i. The trustee shall hold annual and as-needed meetings with the investment manager s senior management and the chairperson of the audit committee. 4. Information and Documentation: The trustee shall: i. request and review detailed reports and documents from the investment manager regarding the operational, financial, and compliance status of the InvIT; and ii. require investment manager to provide due diligence reports, net worth compliance certificates, and confirmations of unclaimed distributions. 5. Record-Keeping: The trustee shall: i. seek necessary records maintained by the investment manager for compliance with regulation 26(2) of these regulations; and ii. maintain comprehensive and systematic records of all trustee activities, decisions, and notable transactions to ensure accountability and ease of audit. 6. Ethics and Conflict of Interest: The trustee shall: i. ensure that the investment manager has not given any undue or unfair advantage to any associates or dealt with any of the associates of the investment manager in any manner detrimental to interest of the unitholders; ii. ensure that there is no conflict of interest between the manner of deployment of its net worth by the investment manager and the interest of the unitholders; iii. ensure that the investment manager manages the InvIT independently of other activities and have taken adequate steps to ensure that the interest of investors of the InvIT are not being compromised with other activities of the InvIT or the investment manager; and iv. abide by the Code of Conduct as specified in the Schedule VI of these regulations. 7. Auditing and Financial Review: The trustee shall: i. be accountable for, and be the custodian of, the funds and property of the respective InvIT and shall hold the same in trust for the benefit of the unitholders in accordance with these regulations and the provisions of trust deed; and ii. review the net worth of the investment manager on a half-yearly basis to ensure compliance with the threshold provided in these regulations on a continuous basis. 8. Due Diligence: i. The trustee shall exercise due diligence as under: A. General Due Diligence: The trustee shall: a) be discerning in the appointment of the directors on the Board of the investment manager; b) review the desirability or continuance of the investment manager if substantial irregularities are observed in the InvIT; c) ensure that the trust property is properly protected, held and administered by proper persons and by a proper number of such persons; d) ensure that all service providers are holding appropriate registrations from the Board or concerned regulatory authority; e) arrange for test checks of service contracts; and f) immediately report to the Board of any special developments in the trust. B. Specific due diligence: The trustee shall: a) obtain audit reports of the investment manager and the InvIT, its HoldCo(s) and SPV(s) at regular intervals from auditors appointed by the investment manager; b) obtain secretarial compliance reports from the investment manager; c) consider the reports of the auditor and secretarial compliance reports of InvIT at their board meetings for appropriate action; d) review the activity of the InvIT on a quarterly basis and place the report of the same before their Board of directors; e) consider the reports of the auditor and compliance reports of investment manager at their board meetings for appropriate action; f) maintain records and minutes of the Board of directors meetings of the trustee for the review of information pertaining to the InvIT; g) prescribe and adhere to a code of ethics by the trustee, investment manager and its personnel; and h) communicate in writing to the investment manager of the deficiencies and check on necessary measures taken by investment manager for the rectification of deficiencies. ii. The trustee shall also exercise due diligence on such matters as may be specified by the Board from time to time. ] *************** NOTES:- 1. Inserted vide Notification No. SEBI/LAD-NRO/GN/2025/240 dated 01-04-2025