IRB Infrastrudure private limited ~D - Trendlyne

IRB Infrastrudure private limited ~D fA subsidlolV 01

IRBINFRASTRUCTURE DEVELOPERS LTD)

Registered Office: InB Complex. ChOndivo W Farm, ChOndIvoll VWIOge, Andhefl IE). Mumbol-400 072

Tel: 9 1-22-6640 4299 • FOx: 9 1-22-6640 4274 • e-moM; Info@i/bftcO.h _ 'NWW.lrbn.co.ln erN :U28920MH1997PTC112628

November 1, 2021

Corporate Relationship Depamnen t, SSE Limited Phil'oze Jeejeebl lO)' Towers Dalal Streel, MUl1lbni- 400001

Dear Si r/Madam,

Ref: Scrip Code: 540526 , Symbol: IRBINVJT

Listing Department, National Stock Exchange of India Lim iled Exc hange Plaza, C-I Block G Sandra Kurla Comp l~x , Sandra (E). MUl11bni

Sub: Va luation Re pof"1 for half year ended September 30, 2021

We are enclosing herewith the Valuation Report dated October 22, 202 1, as isslied by Va luer, namely Mr . S Sundararaman (ISB! Registration Number -IB BJ/RV/06/2018/1023 8) for th e !Ialfyear ended September 30, 202 1.

T he Net Asset Va lue pursuant to Regulation 10 o f SEBI ( In frastru cture hwestment Trusts) Regu lations. 2014 based on the Valuation Repol1 iSSlled by the Valuer is as fo llows:

S ta lemenl or Net Assets at Fa ir Valu e as a t September 30, 2021 J'a r ticuhlrs Amt in Lakhs A. Assets 7.48. 110.00

13. Liabili ties 1.44 ,390.00

C. Net Assets 6,03 .720.00

O uts tanding units 5.805

NAV at Fair Value (Per Unit) 104.00

flU1her, the Trust has engaged Baker Till y DH C Bus iness Private Limited 10 serve as an indepclldc nt advisor to provide a review opinion on the Valuation report of the Assets oflhe Trust prepared by Mr. S Stlndararaman. We are enclosing herewith the review opinioll by Baker Tilly OHC l3u s iness Pri vate Lim ited.

You arc requesled to take note of the same.

'rhankin g yOll ,

Yours failhrli ll y.

fo r IRR Infr;lsh'ucture P,'iva le Limited ([n\, tm ent Manager 10 IRB InvIT F und)

Vinod umaf Mellon CEO & Whole-lim e Director

Enel: As above

Strictly Private and Confidential

Valuation as per SEBI (Infrastructure Investment Trusts) Regulations, 2014 as amended

Fair Enterprise Valuation:

Valuation Date: 30th September 2021

Mr. S Sundararaman, Registered Valuer, laBI Registration No -IBBIIRVl06I2018110238


RV/SSRJRJ2022109

Date: 22M October 2021

The Board of Directors IRB Infrastructure Private Umlted

3tQ Floor. IRS Complex . Chandivali Farm, ChandivaU Village, Andheri (E). Mumbai - 400 072, Maharashtra. India.

The Board of Directors

IRB tnvlT Fund (lOBI Trusteeship Services Umited acting on behalf of the Trust)

IRB Complex, Chandivali Fann. Chandi .... ali Village.

Andheti (E), Mumbai - 400 072.

Maharashtra, India.

Sub: Financial Valuation at per SEel Iinfraltructure InvestmentTrustst Regulations. 2014. as amended C"lIe SEBlloylT Regulations"}

Dear Sirs/Madams.

I. Mr. S. Sundararaman ("Registered Valuer" or "RV" or "' " or ~My" or ."''1 bearing ISBI registration number IBBIIRVl06/2018/10238, have been appointed vide letter dated 271Y1 September 2021 as an independent valuer. as defined under the SE81 InvlT Regulations. by IRB Infrastructure Private Umlted ("the Investment Manager" or "IRBlM"). acting as the investment manager for IRB InvIT Fund ("the Trust" or "InvlT"). and lOBI Trusteeship Services Limited (' the Trustee-) acting as the trustee for

the Trust, for the purpose of the financial valuation of the spedal purpose vehicles (defined hereinafter below) as per the requirements of the Securities and Exchange Board of India (Infrastructure Investment Trusts) Regulations. 2014. as amended f SEBt InvlT Regulatlons-).

The Trust operates and maintains the following special purpose vehicles;

Sr. No. Name of the SPV 1 2 3

IDM Infrastructure U!llited ("tOAAn)

_ IRB Surat Dahisar Toliwa Limited .ctRBSo")

E

MVR Infrastructure & Toliways Umlted CMVR"L

!RB...fathankot Amrit~ !oI! R~ad !-i.mited f IR8PA") ----

4 5 6 7

I I I I IRB Jaipur oeoli Tollway Umited (IRBJo'?

(Together referred to as "the SPVs")

The SPVs were acquired by the Trust and are to be valued as pet Regulation 21(5) contained In the

Chapter V of the SEBI InvlT Regulations.

I have relied on explanations and Information provided by the Investment Manager. Although. I have reviewed such data for conSistency, those are not independently Investigated or otherwise verified. My leam and I have no present or planned future interest in the Trust, the SPVs or the Investment Manager except to the extent of this appointment as an independent valuer and the fee for this Valuation Report ("Report") ......t1ich Is not contingent upon the values reported herein. The valuation analysiS should not

be construed as investment advice. specifically. I do not express any opinion on the suitability or otherwise of entering Into any financial or other transaction 'Nith the Trust

S s-... Rto"._V ....... ~V_RI9>_Mo.IIIiiMlVA'6'lO\81t0236 ' j,,' 8Iod<. ,.!'loot ...... )(om_~._'". &'lO. ~-. 0'_, a..:wwI _IODO'1_. Til:." ... 2e1, .,tll'''' .tl '" .2'Il~

Strictly Private and ConfidenUal

I am endosing the Report providing opinion on the fair enterprise value of the SPVs on a going concem basis as at 301/1 September 2021 ("Valuation Date"). Enterprise Value '"EV') is described as the total value of the equity in a business plus the value of its debt and debl related liabilities, minus any cash or cash equivalents to meet those liabilities. The attached Report details the valuation methodologies used, calculations performed and the conduslon reached with respect to this valuatJon.

The analysis must be considered as a whole. Selecting portions of any analysis or the fadors that are considered in this Report, without considering all factors and analysis together could create a misleading view of the process underlying the valuation concl usions. The preparation of a valuation Is a complex process and is not necessarily susceptible to partial analysis or summary description. Any

attempt to do so could lead to undue emphasis on any particular factor or analysis.

The Information provided to me by the Investment Manager In relation to the SPVs included but not

limited to historical financial statements, forecastS/projections, other statements and assumptions about Mure matters like forward-looking financial information prepared by the Investment Manager. The forecasts and projections as supplied to me are based upon assumptlons about events and circumstances which are yet to occur.

By nature, varuation is based on estimates, however, considering the outbreak of COVIO-19 Pandem1c and the consequent economic slowdown, the risks and uncertainties relating to the events occulTing in the future, the actual figures in future may differ from these estimates and may have an impact on the valuation of the SPVs.

Further, considering the current crisis in relation to COVl0-19In India and across the globe, I have been informed by the Investment Manager, thai the forecasts I projections provided for the valuation exercises are prepared after reasonably evaluating and incorporating the impad. of outbreak of COVIO-19 pandemic as per prevalent conditions as on date.

I have not tested individual assumptions or attempted to substantiate the veracity or integrity of such assumptions in relation to the forward-looking financial information, however. I have made sufficient enquiry to satisfy myseff thai such information has been prepared on a reasonable basis.

Notwithstanding anything above, I cannot provide any assurance that the fOlWaI'd looking financia information will be representative 01 the results which will actually be achieved during the cash now forecast period.

The valuation provided by RV and tha valuation conclusion are Included herein and the Report complies with the SEBI InvlT Regulations and guidelines, circular or notification Issued by the Securities and Exchange Board of India rSEBn thereunder.

Please note that all comments in the Report must be read in conjunction with the caveats to the Report, which are contained in Sectioo 1001 this Report. This letter, the Report and the summary of valuation included herein can be provided to Trust's advisors and may be made available for the inspection to the public and with the SEBI, the stock exchanges and any other regulatory and supervisory authority, as may be required.

RV draws your attention to the limitation of liability clauses in Section 10 of this Report Induding the clause on Umitation on account of COVl0-19 and Significant Uncertainty in Valuation.

This letter should be read In conjunction with the attached Report.

t.Ir 8 S..-cI.,. ........ ftt9S!llndIl __ • FI-oI~ II.h .... ft • .....", No .11I1MtV~18/10%311

1l8 .• ". a-. t.~. ~_~PtI."-. _fl86lO, 1W~ 11""'0. f .N-o .... CIwonoI; -IIOOD17 nli.lf .. , .11442/;1~ 419111 FIX "'144 42132C1:'4


Contents

• -Sacdon Particula,.. Page No.

1 Executive SLmmary 6 2 Procedures adopted for current valuation exercise 12 3 Overview of the InvlT and the SPVs 13 4 Overview of the Industry 25 5 Valuation Methodology and Approach 32 6 Valuation of the SPVs 35 7 Valuation Conclusion 41 - -B Additional procedures for compliance with InvlT Regulations 43 9 Sources of Information 46

10 Exclusion & Umltations 47 Appendices

11 Appendix 1 : Valuation of SPVs as on 30trl September 2021 51 12 Appendix 2 ; Weighted Average Cost of Capital of the SPVs 54 - -13 Appendix 3 to 9 ; Summary of Approvals and Ucenses 55 14 Appendix 10 ; Summary of Ongoing litigations 61

Page 4 of 64

Stric1ly Private and Confidential

Definition, abbr9viation & giossary of 18nns

Abbrevlatfon.

BOT Cape, Cell COO OCF OeFOT EBITOA ETC EV FCFF

FDI FY f Financial Year

GO IOAA IndAS

INR IRB IRBIM

IRBJD

IRBPA

IRBse

IRBTA

IRBTC

IVS Kms

MORTH

Mo

MVR NAV NCA NHAI NHOP NS-EW

O&M ppp

RFIO

RV SEBI

SEBllnvlT Regulations

the SPY

the Trust or InvlT

Build. Operate and Transfer _ .. -Capital Expenditure

Clearing Corporation of India Umited

Commercial Operation Date

Discounted Cash Flow

Design, Build. Finance. Operate and Transfer

Eamings Before Interest, Taxes, Depreciation and Amortization

Electronic Toll Collection

Enterprise Value

Free Cash Flow to the Firm

Foreign Direct lnvesbT'lent

Financial Year Ended 31$1 March

Golden Quadrilateral

IOAA Infrastructure Umited

Indian Accounting Standards

Indian Rupee

IRB Infrastructure Deve\opefs Umited

IRB Infrastructure Private Umiled

IR8 Jaipur DeoIi T oIrway Urnited

IR8 Pathankot Amritsar ToU Road Umited

IRS Swat Dahisar Tollway Umited IRS TaJegaon Amravatl Tollway limited - - -IRS Tumkur Chitradurga Tollway Umited

- -ICAl Valuation Standards 2018

Kilometres

Ministry of ROad Transport and Highways

Million

MVR Infrastrudure & Toliways Umlted

Net Asset Value Method

Net Current Assets Exdudlng Cash and 8ank 8a1ances

Nation" Highways Authority r:A India

National Hi9hwaJ.S DeVelopment P roject N~ South and East-West Corridors

Operation & Maintenance

Public Private Partnership Radio Frequency Identification

Registered .Valuer Securitfes and Exchange Board r:A India

SEBI (Infrastructure Investment Trusts) Regulations, 201-4, as amended Special Purpose Vehide

IRB InvlT Fund

Page 50f64

StricUy Private and Confidential

1. EI(ecutiV8 SUmmary

1.1. Background

The Infrastructure Investment TNSt

1.1.1. IRS InvlT Fund ("the Trust" or "'nvlT") Is constituted by !he Indenture of Trust'" dated 16lh Odober 2015, registered under the Regiwation Ad, 1908 and is registered as an Indian infrastructure investment trust with the Securities and Exchange Board of India ("SEBI") pursuant to the SE81 (Infrastructure Investment TrustS) Regulations, 2014, as amended ("the SEBI InvlT Regulations").

1.1.2. The InvlT has been mainly formed to Invest in Infrastructure assets primarily being in the road sector in India. fIJI of the Fund's road projects are Implemented and held through special purpose vehides. The InvlT currently involved In owning, operating and maintaining a portfolio of seven toll road assets in the Indian states of Maharashtra, Gujarat, Punjab, Kamataka, Tamil Nadu and Rajasthan pursuant to the ooncessions 9ranfed by the National Highways Authority of India ("NHA'"). The units Issued by the Tn.Jst are listed on the National Stock Exchange of India Limited and BSE umlted since 1811'1 May 2017.

1.1.3. Shareholding of the Trust as on 30W' September 2021 is as under.

2 3,81,52,SOO 3 Finandallnstilutions or Banks 22.00.000 4 Insurance Companies 1.67,30.000 5 Provident oi pension funds f6.80,oOO 6 Foreign Portfolio Investors 18,17.17,009

~;;;=.7~;,JN~on-l~n~sti~·~tuti~·~on~a~l~inv~est=ors====j2t3.30.05.491 Total 58, 00 000 SaUfC6: BSE tirlifed

The Sponsor

6.6% 0.4% 2.9% 0.2%

31 .3% 40.1% 100.0%

1.1.4. IRS InfrastRJcture Developers umited (-IRS" or "the Sponsor") is a listed infrastructure development company. undertaking development of various infrastructure projects via the Public Private Partnership ("PPP") model In the toll road sector. It is one of the largest private roads and highways infrastructure developers in IndIa. The equity shares of IRB are listed on the National stock Exchange of India umited and BSE Umiled slnce 251/"1 February 2ooB.

1.1.5. Shareholding of the SponSQ( as on 30'" September 2021 is as under.

Sr. No. Pora ...... No. oIS_ % 1 Promoter & Promoter Group 20.54,72,598 58.5% 2 Mutual Funds 1,97,OIi:662 5.6% 3 Financ:iallnstltutioos or Banks 2,59,19.638 7.4% 4 Insurance Companies 84,n2 0.0% 5 I Portfolio 1

Inveatment Manager

1.1.6. IRS Infrastructure Private Umited ("the Investment Manage"" or "IRBIM") Is a vmolly-QY./tle<! subsldial)' of the Sponsor. The Investment Manager has approximately 19 years of experience In operaung road Build Operate Transfer r BOr) projects and is also experienced In developing. operating and maintaining toll plazas In the Infrastructure sector.

Page 60f84


1.1.7. Sharel'lolding of the Investment Manager as on 30th September2021 is as under:

Sr. No. Pattlcu.... % 1 IRB Infrastructure Developers Limited 100.0%

Source: investmanf Manager

1.1.8. Financial Assets to be Valued

Enterprise Vaue rEV") is described as the total value of the equity in a business plus the value of

its debt and debt related liabilities. minus any cash or cash equivalents to meet those liabilities.

The financial assets under consideration are valued at Enterprise Value.

Sr. No. 1 2 3 4

5 6 7

Name of the SPV 10M Infrastructure Limited r'IDMj tRB Sural Oahisar Tollway limited r'tRBSO") MVR Infrastructure & Toltways Limited ('MVRj IRB Pathankot Amritsar Toll Road Umited ("IRBPA, IRB Talegaon Amravati Tollway limited r'IRBTA") IRB TlKTlkur Chitradurga Tollway Limited ("IRBTC~) IRB Jaipur DeoIi Tollway [jrnited ("IRBJDj

(tOgether referred to as "the SPVs")

Structure of the Trust as at 30th September 2021;

r ...,

IR2~PYll.l<1 -(11XI'A!1aM by ~IFI9)

1 7SPV.

1.2. Purpose and Scope of Valuation

purpose of Valuation

1.2.1. As per Regulation 21(5) of Chapter V of the SEBI InvlT Regulations.

...,

-A half yearly valuation of the assets offhe Invlr shall be conducted by the valuerlor the half-year ending September 3all for 8 publicly offered InvITfor lncorporatlng any key changes in the previous six months and such half yearly valuation report shall be prepared within one month from the date of end of such half year .•

In this regard, the !nvestment Manager intends to undertake the fair enterprise valuation of the SPVs as on 30'" September 2021 .

1.2.2. In this regard, the Investment Manager have appointed Mr. S. Sundararaman ("Registered Valuer- or "RV" or "." or "My" or "Me") bealing IB81 registration number 188VRV/06I201B110238 to undertake the fair valuation at the entelpriS8 level of the SPVs as per the SEBI InvlT Regulations as at 30'" September 2021 . Enterprise Value rEV') is described as the total value of the equity in a business ptus the value of its debt and debt related liabilities. minus any cash or cash equivalents to meet those liabilities.

Page 7 of 64


1.2.3. Registered Valuer dedares that: i. The RV is competent to undertake financial valuation in terms of SEBI ImIT Regulations; ii. The RV is independent and has prepared the Report on a fair and unbiased basis; iii. RV has valued the SPVs based on the valuation standards as specified I applicable as per

the SEBI InvlT Regulations.

1.2.4 . This Report covers all the disclosures required as per the SEBI [nviT Regulations and the valuation of the SPVs is impartial. true and fair and in compliance with the SEBI InvlT Regulations.

Scope of Valuation

1.2.5. Natura oftha Assetto be Valued

The RV has been mandated by the InvesbTIent Manager to arrive at the Enterprise Value rEV") of the SPVs. Enterprise Value is described as the total value of the equity In a business plus the value of its debt and debt related liabilities, minus any cash or cash equivalents to meet those liabilities.

1.2.6. Valuation Base

Valuation Base means the indication of the type of value being used in an engagement. In the present case. RV has determined the fair value of the SPVs at the enterprise level. Fair Value Bases defined as under:

Fair Value Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market partidpants at the valuation date. Fair value Is the price that would be received to sell an asset or paid to transfer a liability in an ordedy transaction In the principal (or most advantageous) market at the measurement date under culTent market conditions

(i.e. an exit price) regardless of whether that price is directly observable Of estimated using another valuation techrique. Fair value or Maritet value is usually synonymous to each other except In oert.ain circumstances where characteristics of an asset translate into a spedal asset value for the

party(ies) involved.

1.2.7. Valuation Date

Valuation Date is the specific date at 'Nhich the value of Ihe assets to be valued gets estimated or measured. Valuation is time specific and can change 'Nith the passage of time due to changes in the eondition of the asset to be valUed. Accordingly, valuation of an asset as at a particular date can be different from other date(s).

The Valuation Date considered for the fair enterprise valuation of the SPVs is 30lh September 2021 ,Valuation Date»). The attached Report is drawn up by reference to accounting and financial infonnation as on 30lh September 2021. The RV is not aware of any other events having occurred since 30th September 2021 till date of this Report which he deems to be significant for his valuation analysis.

1.2.8. Premise of Value

Premise of Value refers to the conditions and dl'CLmstances how an asset is deployed. In the present case. RV has detennlned the fair enterprise vaue of the SPVs on a Going Concem Value defined as under:

Going Conc.m Value

Going concern value is the value of a business enterprise that Is expected to continue to operate in the future. The intangible elements of going concern value result from factors such as having a lrained work foree. an operational plant. necessary licenses, systems, and procedures in place etc.

1.2.9. For the amount pertaining to the operating working capital. the Investment Manager has acknowledged to consider the provisional finandal statements as on 30th September 2021 to carry out the valuation of the SPVs.

Page 8 of 64


1.3. Summary of Valuation

I have assessed the fair enterprise value of each of the SPVs on a stand-alone basis by using the discounted cash flow method under the income approach. Following table summarizes my explaination on the usage or non usage of different valuation methods:

Valuation Approach

Cost Approach

Income Approach

Market Approach

Net Asset Value

o;ocounted Cash Flow

Market Price

Comparable Companies

Comparable Transactions

Uoed

No

Ves

No

No

No

Explanalion

NAV does not capture the future earning potential of the business.

The revenue of the projects are defined for a certain period of years as provided by Mis GMD Consultants in its Toll Revenue and O&M Cost projection Report As all the SPVs under considerations have executed projects under the BOT model, the O"MlefShip of the under1ying assets shall be transfered after the expiry of the concassion period. In case d all the SPVs, the total concessloo period Is between 14 years to -32 years. Hence, the growth potential of the $PVs and the true 'AOrth of ita business would be reflected In its future eamlnga potential and therefore, DCF Method under the Income approach hal been considered as an appropriate method for the preeent valuation exerdse. The equity shares of the SPVs are not listed on any recognized stock exchange in India. Hence, I was unable to apply the market price method.

In the absence of any exactly comparable listed companies "With characteristics and parameters similar to that of the SPVs. I am unable to consider this method forthe current valuation.

- -

In the absence of adequate details about the Comparable Transactions. I was unable to apply the CTM method.

Under the Discounted Cash Flow (DCF) Method, the Free Cash Flow to Firm (FCFF) has been used for the purpose of valuation of each of the SPVs. In order to arrive at the fair EV of the individual SPVs under the OCF Method, I have relied on provisional financial statements as at 30th

September 2021 prepared in accordance 'NittI the Indian Accounting Standards (lnd AS) and the financial projections of the respective SPVs prepared by the Investment Manager as at the Valuation Date based on their best judgement.

The discount rate considered for the respective SPVs for the purpose of this valuation exercise is based on the Weighted Average Cost of Capital for each of the SPVs. As all the SPVs under considerations have executed projects under the BOT model, the ownership of the underlying assets shaft be transfered after the expiry of the concession period. At the end of the agreed concession period, the ownership of the road. the obligation to maintain the road and the right to collect tolls from the vehldes using the road revert to the government entity that granted the concession by the SPVs. Accordingly, terminal period value I.e. value on account of cash flows to be generated even after the expiry of concession period has not been considered.

Page 9 of 64


Based on the methodology and assumptions discussed further. RV has amved at the Fair Enterprise Value of the $PVs as on the Valuation Date:

Sr. No. SPY. Projection P.rtod WACC Fair ev

(Sal.nee Conceeaion Period) (INR lin)

1 10M -0 Year 7 Months 10.2% 1,605

2 IRSSO ... 0 Year 8 Months 9.2% 2,741

3 MVR .. 5 Years 3 Months 9.2% 4,08.3 -

4 IRBPA -15 Years 1 Months 10.2% ~6.340

5 IRBTA -15 Years 8 Months 9.7% 11.088

6 IRBTC "'21 Years 3 Months 10.1% 20,965 7 IRBJD -19 Years 1 Months 10.1% 17.989

Total 74.811

In file CUfT8n' projec6ons. Ih6lnVf!lstment Man89f" h& revised thtllike/yconcesslon period end dale of IRBPA 10 20" October 2036 from 21" October 2035 es provided;' the projections considered for the M8I"CtI 2021 va/uelioo elCercise. btlsed on tho NHAI PolIcy C;cular No. 8.3.40/2021 dated 2nd July, 2021 an extension of 547 days (out 01 wflich 180 days oIerlonsion W8S a/re8dy cons~r8d in 31· Merch 2021 veiuetion exercise) has been provld6d on 8(;(;OIJnt 01 suspension in loll operatJons owing to Fatmer's Protest.

In the CfJfT8nl projecfuns. the Investm9nl Menegerh8s rllvised the lil<ely concession period end date of IRBTC /0 2gt/' D80ember 2042 from 3rJ1' Seplember 2037 ss provided In the projections considered for the Merch 2021 valuation IJxarci:se, besed on the epplicetion filed by IRaTe on 14m April, 2021 for an mansion of 5.2 years (1.899 days) on accoont of Iowar Ir8ffic voIumas achieVfld compared to the targeted pelformanca agreIJd es per tha Concession AgreIJmant.

This elC/ansion Is subject to receiving approval from NHAlsufhorities. I have rfllied on the information provided by /he InVflstment Manage, in this regard.

(Refer Appendix 1 & 2 for the detailed wot1l.ings)

Further to above considering that present valuation exerdse is based on the future financial performance and based on opinions on the. future eredit risk, cost cI debt assumptions, etc. . which represent reasonable expectations at a particular point of time, but such information. estimates or opinions are not offered as predictions or as assurances that a particular level of income 01 profit will be achieved, a partlaJlar event wi" occvr or that a particular level of income or profit will be achieved, a partiaJlar event will occur or that a particular price will be offered or accepted. Actual results achieved during the period covered by the prospective finandal analysis"";11 vary from these estimates and variations may be material. Aocordingly. a quantitative sensitivity analysiS Is considered on the following unobservable inputs: 1. Weighted Average Cost of Capital rNACC) by Ina-easing f decreasing it by 1.0% 2. Revenue by increasing f deaeasing it by 10% 3. Expenses by increasing I decreasing it by 20%

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Page 100f64

Strictly Private and ConfidentiaJ

1. Fair Enterprise Valuation Range based on WACC parameter (1.0%)

INRMn WACC Bue ev

WAce EV Sr. No. SPV. +1.0% ev WACC ·1.0%

1 IOAA 11.2% 1.600 10.2% 1.605 9.2% 1.610

2 IRBSO 10.2% 2.?31 9.2% 2,741 8.2% 2.752

3 MVR 3.~83 9.2% 4,083 ·4.188 4 IRBPA 15.217 10.2% 16,340 17,581

5 IRBTA 10,284 11 ,088 11 ,982

6 7

2. Fair Enterprise VaJuation Range ba&ed on Revenue parameter (10%)

IHRMn

Sr. No. SPV. evot_ EVatBaH EVatRewnue

·10.0% Revenue +10.0%

1 IOAA 1,259 1,605 1.952 2 IRBSD 2,302 2,741 3,180 3 MVR 3,620 4,083 4,547 4 IRBPA 14,526 16.340 18.207 5 IRBTA 9.750 11 .088 12,425 6 IRBTe 15,530 20,965 26.162 7 IRBJD 15,768 17,989 20,211

Tog' of au SPV. 62,751 74,811 81.683

3. Fair Enterprise Valuation Range based on Expense parameter (20%)

INRMn

Sr. No. SPV. evotElq>oMM EVatBue evotElq>oMM +20.0% Elq>oMM ·20.0%

1 IOAA 1.392 1.605 1,819 2 IRBSD 2._ 2,741 2,816 3 MVR 3,973 4,083 4,194 4 IRBPA 15,723 16.340 16,957 5 IRBTA 10,544 11;088 _11,632 6 IRBTe 20.558 20.965 21,372 7 IRBJO 171038 17,989 18,941

Total of au Sfi\ie 71,112 ",8" 11.130

The above represents reasonable range of fair enterprise valuation of the SPVs.

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Page 11 of 64


2. Procedures adopted for current valuation exercise

2.1. I have performed the valuation analysls, to the extent appllcabfe,in accon::Ianoe with ICAI Valuation Standards 2018 ("IVS") issued by the Institute of Chartered Accountants of India read with SEBI InvlT Regulations,

2.2. In connection with this analysis, I have adopted the follOth'ing procedures 10 carry out the valuation analysis:

2.2.1. Requested and received financial and quciitative Information relating to the SPVs:

2.2.2. Obtained and analyzed data available in public domain. as considered relevant by me:

2.2.3. Oiscu~ons with the Investment Manager on:

• Understanding of the business of the SPVs - business and tunda'Tlental factors thai affect lis eaming-generating capacity indudlng strengths, weaknesses, opportunities and threats analysis and historical and expected financial performance:

2.2.4. Undertook Industry analysis:

• Research publicfy available mar1<:el data including eronomic factors and industry trends thai may impact the valuation:

• AnalysiS of key trends and valuation multiples of comparable companIes/comparable transactions, if any, using proprietary databases subscribed by me:

2.2.5. Analysis of olher publidy available information;

2.2.6. Selection of valuation approach and valuation methodology/(ies), in accordance with IVS, as considered appropriale and relevant by me;

2.2.7. Determination of fair EV of Ihe SPVs.

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Page 12 of 64

Sb1ctty Privata and Confidential

3, Overview of the InvlT and the SPVs

The Trust

3.1. The Trust Is registered with SEBI pursuant to the SESI InvlT RegulatJons. The Trust was established on 181/\ October 2015 by IRS Infrastructure Developers Limited as the Sponsor.

3.2. Ills majnly established to Invest In Infrastructure assets primarily being in the road sector in India. The units of the Trust are listed on the National Stock Exchange limited and BSE Umited since 18th May 2017.

3.3. The InvlT comprises of seven operational road projects having length of 4,055 lane Kms with four of the road projects fotming part of Golden quadrilateral and one being part of East·West corridot. It has presence across slx states In India.

Following Is the historical valuation summary of the SPVs of the Trust:

V.IUlUon I".... 1R880 IRBTA IRBJD IRBTC IIVR

lINRMn) Stake held by Trust 100% 100% 100% 100% 100% 100% ._ -AcQuisition Value 7,070 13.042 6,576 14.847 13,290 3,400

3O-Sep-17 6,793 13,44<' 7,415 21.047 14.485 4,121 31-M8r-18 6.257 12,571 7,749 19,.SQ? 13,690 4,132 3O-Sep: f8 5,758 12,033 8,155 16,271 13.267 - 4.285 31-Mat-19 5.714 11,305 . ,664 16,244 14.410 4,334 3O-S<p-19 4.557 10,644 9,486 15,626 14,912 4,702 31-Mar-20 3.761 7,394 8,637 14,187 13,114 4,246 JO.Sep-20 6.219 4,681

4,524

FoI:lowing is a map of India showing the area covered by the SPVs of the Trust:

---

-

...

~-- '"

- ---1-

t.

Source: Resulls Update (Q4FY202t) oIlhe Trost

IRBPA

100% 14,857 18.253 16,452 14,350 14,845 14,837 13,723 16,095 7,275

Page 13 of 64

StrictJy Private and Conftdentlal

Background of the SPVs

3.4. 10M Infrastructure Limited C'1[)M"1

3.4.1. Summary of details of 10M are as follows:

Parametens

Total Length

Nos. of Lanes

NH/SH States Covered

Area (Start and End)

Project Cost ppp Model

Concession Granted by

Appointed Date Tolling Start Date

Concession Period (CP)

Extension (if any)

Likely End of CP (induding extension)

Trust's stake Source: Investment Manager

Details 390 Lane Kms 6 NH 8

Gujarst

Bharuch - Surat INR 14,055 Mn BOT

NHAI 2nd January 2007 2S!h September 2009

15 years from Appointed Oate

126 days T" May 2022

100%

3.4.2. IDM project covers the Bharuch and Sural section of NH·B from km 198.0 to km 263.0. NH B is a tour· to six lane national highway in India. It connects the national capital Delhi to the financial capital Mumbai, and other m~or cities along lhe way, including Gurgaon, Jaipur, Ajmer, Udaipur. Ahmedabad, Vadoclara and Surat. The Bharuch-Surat NH 8 Project is part of the most ambitious and prestigious Golden Quadrilateral project undertaken by the NHAI and is part of the first section of that project to be completed. The Bharuch-Surat NH B Project passes through certain semi· urban and business centres, induding Pipodra, Palod and Ankleshwar.

3.4.3. The project has been implemented on a BOT basis by the NHAJ.

3.4.4. This project has been awarded to IOAA for a concession period of 15 years starting from 'Z'" January 2007 on the basis of the negative grant cllNR 5,040 Mn paid upfront to NHAI. The pcqed is in the state of Gujarat and passes through the districts of Surat and 8haruch . IOAA project has been commissioned and is currenUy in the operation I maintenance phase.

3.4.5. The project includes 1 toll fee plaza. 10 pedestrian underpasses, 1 vehicular underpasses, 83 Culverts, 19 Bus Bays, 6 Ayovers, 33 Minor bridges, 14 Major bridges and 6 Major Intemections. It has 47.35 Km Six-Lane Carriageway and 27.5 Km long Service road.

3.4 .6. Projections provided by the Investment Manager considers an extension of 126 days from original concession end date, due to following:

24 days of extension due to demonetization.

90 days of extension based on the Govenynent of India notification on Force Majeure Clause

(Notification No. F. 18f4l202()..PPD dated 13 May 2020) which got triggered due to suspension in toll operations owing to COVI[H 9 pandemic.

12 days of extension based on the Goverrment of India notification on Force Majeure Clause (Notiflcation No. C0V1[)"191R0adMaplJS(H)12020 dated 2&h August, 2021) 'Nhich got triggered due to suspension in toll operations owing to second wave of COVIO·19 pandemic.

Page 14 of 64


3.5. IRS Surat Dahjsar Tollwav Urnited ("IRBSD")

3.5.1. Summary of details of IRBSD are as follows:

Parameters Total Length Nos. of Lanes

NH/SH States Covered Area (Start and End) Project Cost ppp Model

Concession Granted by Appointed Date T alii ng Start Date Original Concession Period (CP)

Extension 0f any) Likely End of CP (induding extension)


1,434 Lane Kms 6 NH 8 Maharashtra, Gujarat Surat - Dahisar INR 25,286 Mn DSFOT

NHAI 20th February 2009 20th February 2009

12 years from AppOinted Date 475 days (including 15 days for second Covid wave)

91h June 2022 100%

3.5.2. NH 8 is a four to six-lane National Highway in India. It connects India's national capital, New Delhi, 'Nith its financial capital, Mumbal and other important cities along the way, induding Gurgaon, Jaipur, Ajmer, Udaipur, Ahmedabad, Vadodara and Surat. The Surat-Dahlsar NH 8 Project is part of the most ambitious and prestigious Golden Quadrilateral project undertaken by the NHAI and was the first section of that project to be completed. The Deihl Mumbai Industrial Corridor also runs paralJeI to NH 8 In length. According to the Traffic Reports, the Sura,t-Dahlsar NH 8 Project falls on one of the busiest sections of NH~8, as it passes through business hubs like Surat, Vapi, Navsari, Valsad and Dahisar.

3.5.3. IRBSD project covers the Surat and Dahisar section of NH-8 from 263.0 km to 502.0 km. IRBSD project which has been awarded for a concession period of 12 years starting from 20 111 February 2009 has been commissioned and is currently in the operation I maintenance phase. The project has been awarded to IRBSD on a revenue sharing basis 'Nith the NHAL

3.5.4. The project includes 4 Toll Fee Plaza, 2 railway over bridges, 12 pedestrian underpasses, 16 vehicular underpasses, 496 Culverts, 304 Intersections, 37 Minor bridges and 17 Major bridges. It has 239 Km long Six Lane Carriageway and 283.369 Km long service road.

3.5.5. The project highway passes through two states namely Gujarat and Maharashtra. Approximately 120 kill of stretch lies in the state of Gujarat and the balance 120 km lies in the state of Maharashtra. The project is joined andlor intersected by number of State Highways, Major District Roads and Other District Roads.

3.5.6. As informed to me by the Investment Manager, IRBSD has concluded its conciliation process with NHAI letter dated 20th October, 2020 and accordingly the Concession Period for this Project has been extended by 460 days.

3.5.7. 15 days of extension based on the Government of India notification on Force Majeure Clause (Notification No. C0V1[)"19/RoadMap/JS(H)12020 dated 26th August, 2021) which got triggered due to suspension in toll operations owing to second wave COViOK 19 pandemic.

Page 15 of 64


3.5.8. Pictures of IRBSD Road Project:

Due to the current scenario of nationwide traveling restrictions Imposed by the govemment(s) because of COVlD-19 pandemiC, I was unable to conduct site visit for the SPVs, except IRBSO, for which the visit was carried on in 2020.

Khanlwade Toll Plaza

Charad Toll Plaza

Page 16 0164


3.6. MVR Infrastructure & Tollways Limned ("MVR"t

3.6.1. Summary of details of MVR are as folk7.vs:

T otaIlength Nos. of lanes NH / SH

States Covered Area (Start and End) Project Cost

PPP Model Concession Granted by

Appointed Date

Tolling Start Date

Original Concession Period (CP)

Extension (if any)

Ukely End of CP (induding extension)

Trust's stake SOurce: /nV8stment Manager

Detail. 275 Lane Kms

4 NH7 Tamifnadu

Salem - NamakkaJ

INR 3,076 Mn BOT NHAJ 14111 August 2006

14111 August 2006

20 years from Appointed Date 152 days 12111 January 2027

100%

3.6.2. NH 7 Is one of India's busiest traffic routes, connecting the north and south of India via commercial hubs like Varanasl, Rewa, JabaJpur, Nagpur, AdUabad, Nirmal, Armoor In (Nizamabad), Kamareddy, Hyderabad, Kumool, Anantapur, Chikkaballapuf, Bangalore, Krishnagiri, Salem, Madurai, Tlrunelveli and Kanyakumari.

3.6.3. MVR project covers the Omalur and Namakkal section of NH 7 from 180.0 km to 248.6 km. The

projec.1 has been implemented on a BOT basis by the NHAI and is a combination of construction and maintenance packages as given under:

• Maintenance package· From 180 km to 207.5 km

• Construction & Maintenance Package - From 207.5 km to 248.625 km

3.6.4. The project covers the streteh from Omalur to Namakkal and passes through two districts namely Salem and Namakkal . This project has been awarded fOf a concession period of 20 years starting from 14t~ August 2006. The project has been commissioned and is currenlly in the operation I maintenance phase. The project indude.s 1 Toll Fee Plaza, 8 VehictAar Underpasses, 36 Cutverts, 11 pedestrian underpasses, 5 Ftyovers & Railways Overbridges, 14 Minor bridges, and 16 Major Intersections. It has 68 .625 Km Four-lane Service Carriageway.

3.6.5. Projections provided by the Investment Manager considers an extension of 152 days from original. concession end date, due to following:

• 15 days of extension due 10 floods in Chennai.

• 24 days of exfension due to demonetization.

• 90 days of extension based on the: Government of India notification on Force Majeure Clause (Notification No. F. 18141202Q-PPD dated 13 May 2020) which got triggered due to suspension in loll operations owing to COVID-19 pandemic.

• 23 days of extension based on the Government of India notification on Force Majeure Clause (Notification No. COVlD-19/RoadMaplJS(H)I2020 dated 26U! August, 2021) wnrch got triggered due to suspensloh in toll operations owing to second wave of COV10~19 pandemic.

Page 17 of 64

Strictly Private and Confldential

3.7. IR8 PatbaokotAmrilsaI ToU Road Unj1ed ,"!B8PA")

3.7.1. Summary of details of IRBPA are as follows:

P • .......-Total Lenglh

Nos. of Lanes NHfSH States Covered Area (Start and End)

Project Cost

PPP Model Concession Granted by

Appointed Date

Toiling Start Date Original Concession Period (CP)

Extension (if any)

Likely End of CP (induding extension)

Trust's stake SoUfC6: Invesf/Mn/ Menege'

Ootoll. 410 Lane Kms

4 NH 1S Punjab Pathankot - Amritsar

INR 14,453 Mn

DBFOT NHAI 3pl December 2010 271h November 2014 20 years from Appointed Date

2,122 days

20th Odober 2036 100%

3.7.2. NH 15 Is a two to four lane National Highway In Inelia. The NH 15 is one of the major highways of northwestern India, starting at Pathankol ln the state of Punjab and traversing through the states of Punjab, Rajasthan and ending at Samakhiall 01 Gujarat. Important alies and tOYl'flS, en-rou\e, are Amritaar, Bhatinda, Ganganagar, BikaDer, Jalsalmer and Banner. In the stale of Punjab, NH 15 passes through the distrids ol Gurudaspur, Amrilsar, Firozpur. FaridkOl. Maga, Mukatsar and Bhatinda. The Pathankot - Arnritsar NH 15 Project. is part of the hlgh-density b'affic corridor, catering to various types of traffic, Induding urban, suburban and regional traffic.

3.7 .3, IRBPA profect covers the Pathankot and Amritsar section of NH 15 from 6 .082 kIn to 108.502 km. The project has been awarded to IRBPA (or a concession period of 20 years starting from 31 -1

December 2010 on the basis of grant given by NHAI of INB 1,269.0 Mn.

3.7.4. The projec::l is In the state at Punjab. and passes through the districts of Gurudaspur, Amritsar, Firozpur, Faridkot, Moga, Mukatsar & Bhatlnda. The project Slretd'l provides connectivity for traffic from the states of Punjab and Rajasthan 10 Jammu and Kashmir. The project has been commissioned and Is currently In the operation! maintenance phase.

3.7.5. The project indudes 2 To/I Fee Plaza, 30 Bus Bays, 317 Culverts, 5 Truck Lay Byes, 14 Vehicular Underpasses, 5 Flyovers, 5 Railways Over bridges, 6 Minor bridges, 4 Major Bridges and 168 Major Intersections. It has 102.420 Km Four-Lane Service caniageway and 44. 180Km.

3.7.6. Projections provided by the Investment Manager considers an extension of 2,122 days from original concession end date, due to following:

• 24 days of extension due to demonetizatlon.

• 1,460 days of extension owing 10 the target traffic dause as per Concession Agreement and the same has been approved by NHAI vide letter dated 51n March, 2021.

• 90 days of extension based on the Govemment of India notification on Force Majeure Clause (Notification No. F. 18/412020-PPD dated 13 May 2020) INhlch got triggered due 10 suspension in toll operations o ....... ng to CQVID-19 pandemIc.

• 547 days of extension due to suspension in toll operations owing to Farmer's Protest (Kindly refer point no 3.7.8)

Page 18 of 64

Sbictiy Private and Confidential

3.7.7. Modification in the Concession period due to target traffic dause aa per Concession Agreement

As per the Clause 29 of the concession agreement between NHAI and IR8PA provided to us by the Investment Manager, if the actual traffic falls short or exceeds target traffic on a defined dale, the concession period shall be revised subject to calculation specified therein. The target date and

target traffic as provided in the concession agreement along with the projected traffic as on the target date are given below:

LPartlcU .... Target date as per CA Target traffic as per CA Actual Average Traffic Comparison of average traffic at test date with target Original concession period Increase In concession period (Max. upto 20%) Change in concessi0ft perio!:, Revised concession period Appointed date Additional days due to Toll SUspension Additional days due to pandemic (First wave) Additional days due to farmers protest Original concession end date Revised concession end date

Unit Date PCUs PCUs % years % days years Date Days Days Days Date Date

01..Jan-19 34,498 25,087

·27% 20,0 20%

1.460 24.0

31-0ec-10 2. 90

547 30-Dec-30 2Q-Oct-36

As informed to us by the Investment Manager, the actual traffic volume has (allen short of lhe target traffic as on the target date. This warranted fO( an extension of the concession period by 4 years

(1,460 days).

3.7.8. Extension dig 10 Farmer's PreteS( Force Maieure

Civil commotion (agitation) was started by fanners against fanner refonn bill passed by Parliament and user Toll collection has been forcefully suspended by farmers at the pcojed from the month of Odober, 2020. The circumstance is beyond reasonable control and has adversely affected the revenue collection (or the Project The ConcessionaIre has notified the occurrence r:I Force Majeure event under Indirect Political Event as per provisions of the Concession Agreamenl wherein the concessionaire is etigible for extension of time and reimbursement 50% r:I operation and maintenance expenses and interest expenses.

Further, as per the NHAJ Policy Circular No. 8.3.4012021 dated 2M July, 2021 which states regarding the rel ief to be provided to BOT (Toll) concessionaires as per the Concession Agreement dause 34 .6.2{b) tM1ich states that

a. In case the Concessionaire was unable 10 collect fee despite making best efforts or it was directed by the Authority to suspend the collection thereof during the subsistence of such Force Majeure Event:, the Concession Pertod shall be extended by a period, equal In length to the period during whictl the Concessionaire was prevented from collection of fee.

b. In the event of partial collection of fee where the dally collection Is less than 90% of the average daily fee, the Authority shall extend the Concession Period in proportion 10 the loss of fee on a dally basis.

3.7.9. We understand from the Investment Manager that the ongoing farmers' agitation in Punjab and Haryana has led to toll suspension of the lolls of IR8PA. NHAI had issued a circular in July acknowtedglng the farmers' stir as an indirect polttical force majeure event. It was reiterated that

Page 19 of 64

StricUy Private and Conftdential

dauses of concession agreement allowing extension of concession period and reimbursement up to fifty percentage of actual cost (O&M and interest) beyond insurance. The overall revenue for IRBPA for the affeded period can be summarized as follows:

ii. Financial VHr

FY21

FY 22 (tiU Sept)

a. A_P.~od

Entire Peri~

Entire Period

Toll Collection during the ftnanclel period (INRm'!L

455.2 Nil (No toll collection has been projected for

the period October 2021 to March 2022)

The Investment Manager has considered the normalcy in the operations from the period April 2022.

3.& IRS Talegaon Arnrayatl Toll Road Umlted ("IRBJA")

3.8.1. Summary of details of IReTA are as follows: ParameteN Detail •

Total length Nos. aflanes NH/SH States Covered Area (Start and End)

Project Cost ppp Model


Appointed Date Tolling Start Date

• 267 Lan.e Kms

• NH6

Maharashtra Talegaon - Amravati INR 6.926 Mn DBFDT NHAI

3"' September 2010 241" Apnl2013

-

Original Concession Period (CP) ExtensioA (if any)

22 years from Appointed Date

1,734 daxs. Likely End of CP (lnduding extension)


~ June 2037

100%

3.6.2. NH 6 connects Hazira and Kolkata via Surat, Dhule, Amravati, Nagpur, Raipur, and Sambalpur. It intersects with several other national highways, Including NH 3 near Dhule, NH 5 near Jharkoparia, NH 7 near Nagpur and NH 8 near Surat. NH 6 passes through five states, namely GUjarat, Madhya Pradesh, Orissa, Chhattisgartl and West Bengal. The Talegaon-Amravat! NH 6 Project caters to various types of traffic such as urban, suburban and regional traffic. IRBT A projed covers the Talegaon and Arnravati section of NH-e from 100 km to 166.7 km.

3.8.3. This projed has been awarded to IRBTA for a concession period of 22 years starting from 3'" September 2010 on the basis of a grant of INR 2,160 Mn receivable from the NHAI during the constructlon period. The project includes 66 EntrylExrt Ramps, sa Bus Bays, 20 pedestrian underpasses, 21 Minor bridges. 3 Major bridges and 36 Major Intersections. It has 114.45 KIn Four-Lane Service Carriageway and 4.2 Km long Service road.

3.8.4 . The project includes 1 Toll Fee Plaza. 15 Bus Bays, 1 Rail over8ridge, t 1 Vehicular Underpasses, 11 pedestrian underpasses. 2 Flyoven;, 25 Minor bridges, 1 MajOf' bridge and 36 Major Intersections. It has 66.1 Km Four-Lane Service Carriageway and 26.5 Ktn long Service Road.

3.8.5. The project is in the state of Maharashtra and passes through Amravati district. En-route, it passes few major/minor urban centres, viz. Nandgaon Peth, Mozri, Tivsa. and Ramdara etc. before reaching end of project stretch at TaJegaon . The conidor of the project is also known as Amravati - Nagpur Highway. The prqect has been commissioned and is currently in the operation I maintenance pha~.

3.6.6. Projections provided by the Invesbnent Manager considers an extension of 1,734 days from original concession end date, due to following:

24 days of extension due to demonetization.

Page 20 0164

Strictly Prtvate and Confidential

1,606 days of extension owing to the target traffic dause as per Concession Agreement and the traffic survey conducted by SPY has been flied with NHAI vide letters dated 2nd April 2021, 1411'1 Odober, 2020 and 25lh September, 2020. NHAI approval for the same Is pending as on Report dale. 90 days of extension based on the Govemment of India notification on Force Majeure Clause (Notification No. F. 18/412020-PPD dated 13 May 2020) which got triggered due to suspension In taU operations owing to COVID-19 pandemic.

13 days of extension based on the Govemment of India notification on Force Majeure Clause (Notificatlon No. COVlD-19/RoadMap/JS(H)12020 dated 26U"! August, 2021) which got triggered due to suspension in toll operations O'Ning to second wave of COVID-19 pandemic.

3.S.7. Modification In the ConcessiQl1 Period due to target traffic clayse as per CoocosS:lon Aareement

As per the Clause 29 of the concession agreement between NHAJ and IRBTA provided to us by the Investment Manager. If the actual traffic falls short or exceeds targel traffic on a defined dale, the concessiQl1 period shall be revised subject to calculation specified therein. The target date and target traffic as provided In the concession agreement along with the projected traffic as on the target date are gyen below:

Target traffic as pe~ CA .. Actual Average Traffic Comparison of a\lerag~ traffic_attest date 'oNith target Original concession period Increase in concession periOd (Max. upto 20%) ChangfJI !!l ~ssio!!'p!riod Revised conceaslon period Appointed date AdditiOnal" days due to Toll Suspensi~ Additional days due to pandemic (First wave) Additional days. ~u~~ ~n<!ernI.f (S~ wave) Original concession end date Revised concession end date

PCUs PCUs % Years % Days V .... Date

--.Q..ays Days pays Oat. Date

41,.952 20,306

-51 % 22.0 20%

1,606 26~4

03-Sep-10

2' 90 13

02-Sep-32 02-Jun-37

As Informed to us by the Investment Manager, the actual traffic volume has fallen short of the target traffic as on the target date. This warranted for an extension of the concession period by 4.4 years (1 ,606 days).

3.9. IRS Tumkur Chltndura, Tollway Limited ,"IRBTC")

3.9.1. Summary of details of IRBTC are as follows: Paramea.r. Detail. Total length 684 lane Kms Nos. of Lanes 6

NH /SH NH4

States Covered Area (Start and End)

Project Cost

PPP Model


Appointed Date

Tolling Start Date

Original Concession Period (CP) Extensj~ (If any)

Likely End of CP (Including extension) Trust's stake Source: Investment Msnsg8(

Karnataka Tumkur - Chitradurga

INR 11,420 Mn DBFOT

NHAI 4Ch June 2011

41n June 2011

26 years from Appointed Date 2,034 days

29'" December 2042

100%

Page 21 0164

Strictly Privat& and Confidential

3.9.2. NH 4 is a four- to iix~ane National tighway In India. It connects Mumbai and Chennai via Pune. Kolhapur and Belgalm and intersects NH 9 at Pune, NH 4A at Belgaum. NH 63 and NH 218 at Oharwad. NH 13 at Chitradurga. NH 206 at TLmkur. NH 48 and NH 207 at Neiamangala. NH 4 passes through three states, namely. Maharashtra, Kamataka and Tamil Nadu. Between Thane and Chennai. it connects major urban centres and state capitals. such as Thane. Pune, Kolhapur. 8elgaurn. Dharwad, Hubli, Chitradurga. Tumkur. Bangalore and Chennal. The Tumkur-Chitradurga NH 4 Projed. caters to various types of traffic. induding urban. suburban and regional traffic. IRBTe project covers the Tumkur and Chitradurga section of NH-4 from 75.0 km to 189.0 km.

3.9.3. This project has been awarded for a concession period of 26 years starting from 41h June 2011 on the basis of a premium of INR 1,404.0 Mn payable to the NHAI in the first year of concession period Increased annually at 5%.The actual premilXn payment for the project Is agreed upon with the Authority basis Deferred Premium policy.

3.9.4. The project indudes 2 Toll Fee Plazas, 66 Entry! Exit Ramps., 7 Truck lay Byes, 147 CUlverts, 6 Flyovers, 38 8us Bays, 20 pedestrian underpasses, 21 Minor bridges. 3 Major bridges and 36 Major Intersections. It has 114.45 Km Four-Lane Service Carriageway and 4.2 Km long Service road.

3.9.5. The project Is in the state of Kamataka and passes through districts, viz. Tumkur and Chitradurga. En-route, it passes few major/minor urban centres. viz. Tumkur, Sirs, Hinyur and Chitradurga. The Pf'oject has been commissioned and Is currently in the operationl maintenance phase.

3.9.6. Projections provided by the Investment Manager considers an extension of 2,034 days from original concession end date. due to fotlowing:

• 24 days of extension due to demonetization.

• 90 days of extension based on the Government of India notification on F()(ce Majeure Clause (Notification No. F. 18/412020·PPD dated 13 May 2020) which got triggered due to suspension in toll operations O'Ning to COVID-19 pandemic.

• 1,899 days of extension owing to the target traffic clause as per Concession Agreement though it has been intimated to NHAI vide letter dated 14th April, 2021, approval for the same is pending as on report date.

• 22 days of extension based on the Government of India notification on Force Majeure Clause (Notification No. COVlO-191R0adMaplJS(H)/2020 datejj 2&'1 August, 2021) which got triggered due to suspension in toR operations owing to seoond wave of COVID-19 pandemic.

3.9.7. Modification in the Concessjon Period due to target traffic daus, as per Concession Agreement

As per the Clause 29 of the concession agreement between NHAI and JRBTC provided to us by the Investment Manager. if the actual traffic falls short or exceeds target traffic on a defined date, the concession period shall be revised subject to calculation specified therein. The target date and target traffic as provided in the concession agreement along with the projected traffic as on the target date are given below:

rtlc;ul ... " La

Target date as per CA T~get~asperpA Actual Average Traffic

-

Com~.~ ~(~r!9.!'~~ B;t te~ ~.~~~Jh ta~ Original concession period Increase if-:! ~~~ perjfX! Chan.g.e in _concession ~ri~ Revised concession period Ap~nted date Additional days due to TOIl Suspension Additional days due to .R!r'demic (First wave) Additio-nSidiys due to ~iinicJS~d waVel.

UnIt Date PCUs PCU. % Years % Days Years Date Oays Days -D~s

01 ·Apr-20 5:4,~58 40.951

-25% 26-

20% 1,899 · 31.2

04-:-!un:-11 24 90 22

Psae 22 of 64


Original concession end date Revised concession end date

Date Date

03·Jun-37 29~Dec-42

As Informed to us by the Investment Manager, the actual traffic volume has fallen short of the target traffic as on the target date. This warranted for an extension of the concession period by 5.2 years (1,899 days).

3.10. IRS Jaipyr Dean Tollwav Limited ("IRBJD")

3.10.1. Summary of details of IR8JD are as follows:

Parameters Total Length Nos. of Lanes NH/SH States Covered Area (Start and End)

Project Cost PPP Model Concession Granted by

Appoi nted Date Tolling Start Date Original Concession Period (CP) Extension (if any) Ukely End of CP (induding extension) Trust's stake Source: Investment Manager

Details 595 Lane Kms

4 NH12 Rajasthan Jaipur - Deali INR 17,747 Mn

D8FOT NHAI 14l.h June 2010 27(~ September 2013

25 years from Appointed Date

1,957 days 21 st October 2040 100%

3.10.2. NH 12 connects Jaipur and Jabalpur via Tonk, Kota, and Bhopal. It intersects 'Nith several other national highways Ilke NH 3 at Biora, NH 7 at JabaJpur, NH 8 at Jaipur, NH 11 at Jaipur, and NH 69 at Bhopal. NH 12 passes through t'NO states via Rajasthan and Madhya Pradesh. IRBJD project covers the JaJpur and Deali section of NH~12 from km 18.7 to km 165.0. The project is in the state of Rajasthan and passes through districts, viz. Jaipur and Tonk. En-route, it passes fe'N major/minor urban centres, viz. Shivdaspura, ChakSu, Tonk, and Deoli.

3.10.3. The project indudes 2 toll fee plaza, 3 pedestrian underpasses, 11 vehicular underpasses, 5 cattle underpasses, 124 Culverts, 32 Bus Bays, 4 Flyovers, 23 Minor bridges, 1 Major bridges and 25 Major Intersections. It has 148.nKm Four-Lane SelVice Carriageway and 36.76 Km long Service road.

3.10.4. This project has been awarded to IRBJD for a concession period of 25 years starting from 14111 June 2010 on the basis of a grant given by NHAI of INR 3,060.0 Mn during the concession period. The project has been commissioned and is currently in the operation { maintenance phase.

3.10.5. Projections provided by the Investment Manager considers an extension of 1,957 days from original concession end date, due to follo'Ning:

• 24 days of extension due to demonetization.

• 1,826 days of extension O'Io'ing to the target traffic dause as per Concession Agreement and the same has been approved by NHAI vide letter dated 18111 March, 2020.

• 90 days of extension based on the Govemment of tndia notification on Force Majeure Clause (Notification No. F. 18/412020M PPD dated 13 May 2020) which got triggered due to suspension in toll operations owing to COVID-19 pandemic.

• 17 days of extension based on the Govemment of India notification on Force Majeure Clause (Notification No. COVlD-19/RoadMap/JS(H)J2020 dated 26111 August, 2021) which got triggered due to suspension In toll operations owing to second wave of COVID-19 pandemic.

Page 23 of 64

Strictly Prtvate and Confidential

3.10.6. Modification in the Concei$ion period due to taraet traffic dause as per eoncession Agreement

As per the Clause 29 of the concession agreement between NHAI and IRBJO provided to us by the Investment Manager, if the actual traffic falls short or exceeds target traffic on a defined date, the concession period shall be revised subject to calculation specified therein. The target date and target traffic as provided In the concession agreement along 'Nith the projected traffic as on the target date are given below.

Target traffic as per CA Actual Average Traffic Comparison of BVet""8gfJI traffic at test date Vvith target Originiil coilcession period Increase in conce~on ~~ (Max . .!-'pto 20%) Change i~ ~ceSSion periC?d Revised concession period Appointed date Additional days due to Toll SU$peflsion Additional days du~ ~.o ~c (First wav~) . Additional days due to pandemic (Second wave) Original concession end date Revised concession end date

PCUs PCUs % Yea,. % Oays Y..,s Date Oays Days Days Oate Date

30,344 16,611

"5% 25

20% 1 , 6~6

30 14-.Jun-10

2' 90 17

13-Jun-35 21-0ct-40

As Informed to us by the Investment Manager, the actual traffic volume has fallen short of the target traffic as on the target date, This warranted for an extension of the concession period by 5 years (1,826 days).

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4. Overview of the Industry

4. 1 Introduction

4 ,1.1 The road infrastnJcture is an important detenninant of economic growth in India and it plays a signifteant role In the economy's overarl development process.

4.1.2 Creation and operation 01 Quality roacllnfrastructure continue to be major requirements for enabling overall growth and development of India in a sustained manner.

4.1.3 Bridging of existing infrastructure gaps and creating additional facilities to cater to (he increasing population are equally important. Apart from IJroviding connectivity in tenns of enabling movement of passengers and freight , roads act as force multipliers in the economy.

4.1.4 Further, roads playa significant role in times r:A natural calamities, wars and other such events in terms of timely evacuation of the impacted population, caniage of relief material and other associated movemen~. Government takes cognisance of this requirement and road infrastructure remains to be a focus area.

4.2 Road Networi( In India

4.2.1 India has the second largest road networ1<; in the world, spanning over 5.8 mJilion kms. ().ter 64.5% of all goods In the country are transported through roads. while goo,4 of the total passenger traffic uses road network to commute.

R_ (T"'" l~;,.s89 miIIon )

State HIgITdys _ Hoghwoys 0Ihe< _

r""" 1engII1: 156.694 Ions TOCBI 19n9Ch: 132.500 km5 Tolel JengIh. 5,608,-4" kms Share: 3% €:A the total roeds Shere: 2IKt 01 the total roads Share: 9M6I oflhe 1DIaI

In India in India reeds in India

Source: IBEF Roads Report, August 2021

4.2.2 Out of this around 1.36 lakh km are National Highways (~NHs·). Significantly, NHs constitute around 2 per cent of the total road network in the country but carry about 40% of the road traffic. The density of India's highway network at 0.66 km of roads per sQuare kilometer of land - is similar to that 01 the United States (0.65) and much greater than China's (0.16) or Brazil's (0.20).

4.3 Government Agencies for Road Development

4.3.1 The Ministry of Road Transport & Highway ("MaRTH") is responsible for development of Road Transport and Highways in general and construction & maintenance of National Highways.

4.3.2 The National Highways Authority of India ("NHA'") is an autonomous agency of the Government of India, set up In 1988 and is responsible for implementation of National Highways Development Project ("NHDP").

4.3.3 The NHDP in the context of NHs is nearing completion- in seven phases. Later, the other highway development programmes like Special Accelerated Road Development Programme for Development of Road Network in North Eastern states (SARDP- NE) and National Highways Interconnectivity Improvement Project (NHIIP) were also taken up by MaRTH. Further, BharaUmaia Patiyojana is ongoing. For majority of the projects under NHDP and 8haratmale Partyojana. NHAI is the implementation agency. Other NH related programmeslwor1c:s are being implemented

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through agencies like National Highways Infrastructure Development Corporation Umited (NHIDCL). State Public Wonts Departments (PWDs). Stale Road Developmenl Corporations and the Border Road Organizations

4.3.4 Roads in the juriidiction of state govemnents are under different categories like State Highways ("SHs· ) and Major District Roads. They are befng developed! upgraded through State PVl/Ds and State Road Development Corporations. Pradhal1 Mantri GrarTWTl Sadak Yojana is being implemented tor I\Irai roads through the Ministry of Rural Affairs with active participation by state goverrvnents. Further, roads Wilhln urban areas mostly with PWDs and Urban Local Bodies.

4.3.5 State Governments have a significant role to play in developing the SHs, Major District Roads. Other District Roads to ensure the last mile connectivity. States have varying levels of maturity in terms ot road intrastnJqure development due to issues such as inadequate identification and prioritization of projects. funding shortfall, limited inslftutional capacity to implement projects, etc.

Top 6 states by length of NHs in India (In KM)

15,436

8,711 7 ,"'"

Maharashtrll Uttar Pradesh Rajasthan

4.4 Trend of Road and Highways Construction

7,854

Madhya Pradesh

6.791

Karnataka

4.4.1 The length of National Highways awarded has almost doubled in the years FY 15 to FY 18 compared to FY 11 to FY 14. Length of NHs constructed has increased by 70% during the same period. This pace is expected to gain further ground, with the ambitious targets set by the ministry and the implementation of the Bharatmala Parlyojana as MORTH is planning to construct around 65,000 km of national highways at a cost of Rs 5.35 trillion (US$ 74.15 billion) by 2022.

4.4.2 India has become the fastest highway developer in the world Ylith 27 kms of highways built each day and the aim is to increase this target to 40 Kms a day.

4.4.3 The NHDP is a project to upgrade, rehabilitate and widen major highways in India to a higher standard. The project was started in 1998 to be implemented In 7 phases,

4.4.4 With the launch of Bharatmala project, 10,000 km of highway constructlon left under NHDP was merged with Phase I of the Bharatmala project.

4.4.5 The Ministry of Road Transport and Highways awarded road projects with a total length of 10,467 kms in FY21.

4.4.6 In FY21, 13.298 kms of highway was constructed across india.

4.4.7 The market for roads and highways is projected to exhibit a CAGR of 36.16% during 2016·2025, on account of growing government Initiatives to improve transportation infrastructure In the oountry.

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Details of national highways awarded (by NHAI) and constructed in Indla (KMs):

1--

FYO~·FY 14 ToUOIAwar<l· 2~,703 Kmt

Total COfIslruclon • 26.369 KIn .

14.10

FY1, . FY20 T~I'-'-d · 1I7.058Knu

To~1 OO(l 'lI\>o;:IIon . 5O.83SKms

31.37

~

" .. " " • " " " "

.,_ FYag FY10 FYI1 FYl~ FY2DE •

4.5 Implementation of Important projects and eXJ)t088ways

4.5.1 Bharatrnala Pariyoina

Bharatmala Pariyojana is a new umbrella program for the highways sector that focuses on optimizing efficiency of freight and passenger movement across the country by bridging aitical infrastructure gaps through effective interventioos like development of Economic Corridors, Inter Corridors and Feeder Routes, National Con1dor Effidency Improvement. Border and Intemational connectivity roads, Coastal and Port connectivity roads and Green-field expressway.

The 8haratmata PariyoJana envisages development of about 26,000 km length of Economic

Corridors, which along with Golden Quadrilateral (GO) and North-South and East-West (NS-EYV) Corridors are expected to carry majority of the Freight Traffic on roads.

A total length of 34,800 km in road projects have been proposed to be constructed with an estimated outlay of Rs 5.35 trillion (US$ 74.15 billion) under Bharatmala Pariyojana Phase·l over a five year period (2017-18 to 2021-22). Components under Bharatmala Pariyojana Phase-I are as given below:

I 80""" & ,I & port, , roads 2.000

BOO 40,000 SubTotal ~ ~rn~h~,~~~~un~d",rIN~H'M>CDP ------~--~'0,~

Total

Source: Milllstry of Road Transport and Hlphw8YS, Government of Indl8

More than 13,000 km length c:i roads, at a cost of INR -3.3Iakh crores, has already been awarded under the Bharatmala Parlyojana project of lNhich 3,800 kms have been constructed. By March

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2022 , governments dlndia will be awarding another 8,500 krns and complete an additional 11 ,000

kms of national highway conidors.

4.5.2 Char Pharo Yilsas Mahamarn padyojna:

This project envisages development if easy access to the four dhams In India - Gangotri, Yamunotri, Kedamath and Badrinath . Development of this route of 889 km route us expected at

an estimated cost of INR 12,000 Crores.

4.5.3 Eastern peripheral and western DedDheral expreS$Wily

These two projects will connect NH-1 and NH-2 from western and eastern side ot Delhi.

4.5.4 Setu Bharatam:

This project aims to replace crossings on NHs with Road Over Bridges and Road Under Bridges.

It is projected to construct 174 such structures.

4.5.5 To further augment road infrastructure, more economic corridors are also being planned by

Govemment of India as revealed in Budget 2021-22.

a. 3,500 km of National Highway works in the state of Tamil Nadu at an investment of INR 1.03 takh Crores. These Include Madurai-Kollam canidor, Chittoor-Thatchur corridor.

Construction will start next year.

b. 1,100 km of National Highway works in the State of Karata at an investment d INR 65,000 Crores induding 600 km section of Mumbai Kanyakumad corridor in Karala.

c. 675 Ism of highway wor1<.s in the state of West Bengal at a cost of INR 25,000 Crores

indudlng upgradation of existing road·KoIkata -SlUguri.

d. National Highway works of around INR 19,000 Crores are currently In progress in the State of Assam. Further 'NOrks of more than INR 34,000 Crores covering more than 1300 kms of National Highways will be undertaken in the State In the coming three years.

4.6 Public Private Partnership ("PPP") Model. of road development and maintenance In India

4,6.1 India has a welt-developed frameWOf"k for Public-Private-Partnerships (PPP) in the highway sedOl". ppp has been a majOl" contributor to the success story of the roads and highway sector In India. With the emergence of private players over the last decade, the road construction market has become fragmented and competitive. Players bidding tor projects also vary In terms of size.

4.6.2 PPP modes have been used in india for both development and operation & maintenance of road assets.

F\IbIc:At4111 Pall ...... (WP'l_

Ro-.tAu.l OMI ••• " --_ ... ....... tene:a

~ Buld epo.-

~ HybriOhnJkt ToIepo.- 0p0n0e T""'-.,.raon T1.~1") -(Tal) -('tWI'l -("TOT") r,...,("01111

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4.6.3 Road Asset Development Models

• o

•

o

•

o

BOT Toll

In a BOT toll project, the concessionaire Is responsible for designing, building, finandng, operating, maintaining, tolling and transferring the project to the relevant authority at the end of the concession period. The concession period is project specific but is usually for 30 years. In BOT Toll model. the concessionaire earns revenue primarily in the form of toll revenue v.11ich in turns depends on the traffic on the road stretch. Toll rates are regulated

by the government through rules.

BOT Annuity

Similar to a BOT Toll projects, in BOT Annuity project, the concessionaire is responsible for designing, building, finandng, operating, maintaining, lolling and transferring the project to the relevant authority at the end of the concession period. However, in these projects, the responsibility of toiling on road stretch lies with the government. The concessionaire earns revenue in the form of preoodetermined seml·annual annuity payments.

HAM

Similar to a BOT projects, in HAM project, the concessionaire is responsible for designing, building, financing, operating, maintaining, tolling and transferring the project to the relevant authority at the end of the concession period. However, in these projects, the responsibility of tolling on road stretch ties with the government. The construction period for HAM projects is project specific and a fixed operation period of 15 years.

4.7 Government Investment in the Sector

4.7.1 Under Union Budget 2021·22, the Government of India has allocated lNR 1,08,230 Crore (US$ 14.85 billion) for the Ministry of Road Transport and Highways as Gross Budgetary Support.

4.7.2 During 2019·23, NHAI is expected to generate Rs. 1 trillion (US$ 14.30 billion) annually from toll and other sources.

4.7.3 NHAI is planning to raise Rs. 40,000 crore (US$ 5.72 billion) to monetize its highway assets through Infrastructure Invesbnent Trust (InvIT). Five operational roads with an estimated enterprise value of INR 5,000 crores are being transferred to the NHAI InvlT.

4.7.4 As on December 2019, 824 projects were recommended for development by PPP Appraisal Committee. Invesbnent of US$ 31 billion for national highways is expected in PPP by 2020.

4.8 Growth Drivers

4.8.1 Robust Demand:

Growing domestic trade flows have led to rise in COmmercial vehldes and freight movement; supported by rise in production of commercial vehides to 752,022 in FY20 whictl commands stronger road network. in India. Higher individual discretionary spending has led to increased spending on two and four wheelers. Road's traffic share of the total traffic in India has grown from 13.8% to 65% in freight traffic and from 32% to 90% in passenger traffic over 1951-2019.

4.8.2 Increasino Jnvestment:

Huge investment have been made in the sector with total investment Increasing mote than three times from Rs. 51,914 crore (US$ 7.43 biliJon) In 2014·15 to Rs. 158,839 crore (US$ 22.73 billion) in 2018· 19. Between FY16 and FY21, budget outlay for road transport and highways increased at a robust CAGR of 13.10%. In 2019·20. Rs. 36,691 orore (US$ 5.24 billion) was allocated to NHAI.

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4.8.3 Policv Support ;

100% FDI is allowed under automatic route subject to applicable laws and regulatioos, standardized process for bidding and tolling. Under Union Budget 2020-21, the Government of India has allocated Rs. 19,500 CfOre (US$ 2.79 billion) for Pradhan Mantri Gram Sadak Yojana (PMGSY) which is a scheme for development of rural roads in India. Government of India has set up India Infrastructure Finance Company (IIFCL) to provide long-term funding for Infrastructure

projects.

4.9 Challenges & Issues in the Sector

4.9. 1 Land ACQuisi tion Delays & Cost :

• Land acquisition cost has increased more than 30% since 2017, primarily due to enhanced compensation payment reqlirements as per 'The Right to Falr Compensation and Transparency in Land Acquisition, Rehabilitation and Resettlement Act, 2013'.

• Delay in pre-constructlon activities (such as land acquisition, relocation) affects project timelines. Land acquisition for road projects involves various stages. Each stage involves a number of stakeholders and regula10ry bodies. Thus processes consume considerable time.

4.9.2 Regulatory Approyals & DiSPUtes ;

• Road development process requires a number of approvals such as environmental dearance, forest dearance, railways dearance, elc. Each of these activities takes considerable time and non-adherence to timelines result in cost overruns due to delays.

• Claims arising out of disputes ber.veen the concessionaire1 contractor and the government authorities are also a significant cost which can lead to large liabilities.

4.9.3 Operational Issues ;

• Uncertainty of toll revenue collection and variation of collected toll revenue compared to projected levels as Actual traffic Is much less than the anticipated traffic.

• Often unforeseen weather conditioos require unplanned O&M, OVE!( and above the routine and periodiC maintenance activities. This results in enhanced O&M expenses. The increase in O&M costs Is also affecting the project retums.

4.10 Recent Initiatives by Govemment

4.10.1 Bhooml Rashi - Land Acguisition Porta!

The ministry has corroborated with the Nationa! !nfonnatics Centre, to create Bhoomlrashi , a web portal which digitisas the CI.ITlbefsome land acquIsitlon process, and also helps in processing notifications relating to land acqioftsition online. Processing time, Vrtlich was earlier two to three months has come down to one to two weeKs now.

4.10.2 EASTaa Electronic Toll Collection

Electronic Toll Collection (ETC) sy~em, has been Implemented on pan India basls In order 10 remove bottlenecks and enSUl"e seamless movement of traffic and collection d user fee as per (he

notified rates, using passive Radio Frequency Identification (RFIO) technology. 24 banks (induding Public and Private sector ban"'s) have been engaged as Issuer banks In order to issue FASTag to road users. As of Jan-2020, collectively banks have Issued 135.62 lakh FASTags and with an 30.80 lakhs average dally ETC transactions, the average daily collection through ETC has increased to Rs. 50.88 crore with a penetration of more than 95% in total fee coIJedion. There are 538 operational National Highways fee plazas out of which 536 p1azas are Jive 'Nith ETC infrastructure In all lanes.

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4.10.3 Revjval of langYishing prolects

Projects which were languishing for a number of years have been attempted to be revived, INith the help of a number of policy measures taken by the govemment. Some of the policy measures like Premium deferment in stressed projects, extension of concession penod for languishing projects to the extent of delay not attributable to concessionaires, One Time Capital Support fO/' physical completion of languishing projects that have achieved at least 50 per cent physical progress, through one tlme fund infusion by NHAI, subject to adequate due diligence on a case to case basis.

Sources: IBEF Roads Report, AUQust 2021; KPMG Report· Roads and Highway Sector, Sepf19: Ministry of Road Transport and Highways, Government of India.

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5. Valuation Methodology and Approach

5.1. The present valuation exercise is being undertaken in ()(der to derive the faIr EV tI the SPVs.

5.2. The valuation exercise involves selecting a method suitable for the purpose of valuation, by exercise of judgment by the valuers, based on the fads and drcumstances as applicable to the

business of the company to be valued,

5.3. There are three generally accepted approaches to valuation:

(a) "Cost" approach (b) "Marker approach (c) "Income" approach

5.4. Cost Approach

The cost approach values the under1ying assets of the business to determine the business value. This valuation method carries more weight with respect to holding companies than operating companies. Also, cost value approaches are more relevant to the extef1t that a significant portion of the assets are of a nature that could be liquidated readily if so desired.

Net Asset Value ( NAY') Method

The NAV Method under Cost Approach considers the assets and liabilities. induong intangible

assets and contingent liabilities. The Net Assets. after redudng the dues 10 the preference shareholders, if any, represent the value of a company.

The NAV Method is appropriate in a case....tlere the main strength of the business is its asset backing rather than Its capacity Of potential to eam profits. This valuation approach Is also used In cases where the firm is to be liquidated, i.e. It does not meet the ' going concern" aiteria.

As an indicator of the total value rX the entity, the NAV method has the disadvantage of only consldering the status of the business at one point in time.

Additionally, NAV does not proper1y take into account the eamlng capacity of the business or any inlangibie assets that have no historical cost. In many aspects, NAV represents the minimlHl1 benchmark: value of an operating business.

5.5. Market Approach

Under the Market approach, the valuation is based on the market value of the company in case of listed companies, and comparable companies' trading or transaction multiples for unlisted companies. The Market approach generally reflects the investors' perception about the true worth of the company.

Comparable Companies Multicles ("CCM") Method

The value is determined on the basis of multiples derived from valuations of comparable companies, as manifest in the stock market valuations of listed companies. This vafuation is based on the principle that market valuations, taking place between infonned buyers and informed sellefS, incorporate all factors relevant to valuation. Relevant muiUpies Med to be chosen carefully and adjusted for differences between the dram stances.

Comparable Transactions MuWoIes CCTM1 Method

Under the eTM Method, the value is determined on the basis of multiples derived from valuations of similar transactIons in the Industry. Relevant multipfes need to be chosen carefully and adjusted for differences between the drcumstances. Few of such multiples are EVfEamings before Interest, Taxes, Depreciation & Amortization ("EBITDAj muftiple and EV/Revenue multiple.

Martel pOce Method

Under this method, the market price of an equity share of the company as quoted on ;II recognized stock exchange Js normally considered as the fair value of the equity shares of that company ......nere such quotations are arising from the shares being regularly and freely traded . The market value generally reflects the investors' perception about the true worth of the company.

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5.6. Income Approach

The Income approach is '<Nidely used for valuation under "Going Concern" basis. It focuses on the income generated by the company in the past as well as its future earning capability. The Discounted Cash Flow Method under the income approach seeks to arrive at a valuation based on

the strength of future cash flows.

Discoynted Cash Flow ("DeD Method

Under DCF Method value of a company can be assessed using the Free Cash Flowto Firm Method ("FCFF·) or Free Cash Flow to Equity Method ("FCFEj. Under the DCF method, the business is valued by discounting its free cash flows for the explicit forecast period and the perpetuity value thereafter. The free cash flows represent the cash available for distribution 10 both, the owners and creditors of the business. The free cash flO'NS In the explicit period and those In perpetUity are disoounted by the Weighted Average Cost of Capital (WACC"). The WACe. based on an optimal viw-vis actual capital structure, is an appropriate rate of discount 10 calo.iate the present value of future cash flows as it considers equity-debt risk by incorporating debt-equity ratio of the finn.

The perpetuity (terminal) value is calculated base<! on the business' potential for further growth beyond the explldl forecast period. The "constant growth model· is applied, which implies an expected constant level of growth for perpetuity In the cash flows over the last year of the forecast period.

The discounUng factor (rate of disCOUf1ting the future cash flows) refl&Cts not only the time value of money, but also the risk associated with the business' future operations. The EV (aggregate of the present value of explicit period and tenninal period cash flows) so derived, Is further reduced by the value of debt, If any, (net of cash and cash equivalents) to arrive at value to the owners of the business.

Conclusion on V~luation Approach

5.7. It is pertinent to note that the valuation of any company or its assets Is inherenUy imprecise and is subject to certain uncertainties and conUngencies. all of which are difficult to predict and are beyond my cootrol. In perfonnlng my analysis. I have made numerous assumptions with respect to industry perfonnance and general business and eoonomicconditions, many of which are beyood the control of the SPVs. In addition. this valuation will fluctuate with changes in prevailing market conditions. and prospects. financial and otherwise, d the SPVs, and other factors which generatty influence the valuation of companies and their assets.

5.8. The goal In selection of valuation approaches and methods for any financial Instrument is to find out the most appropriate method under particular circumstances on the basis of available information. No one method is suitable in every possible situation. Before selecting the appropriate valuation approach and method, I have considered various fadors, inter-alia. the basis and premise of current valuation exercise, purpose of valuation exerdse, respective strengths and weaknesses of the possible valuation approach and methods, availability of adequate inputs or informatlon and its reliability and valuation approach and methods considered by the market participants.

COit Approach

The existing book value d EV d the SPVs comprising of the value of its Net fIXed assets, Net intangible assets and working capital based on the unaudited financial statements as at 30U' September 2021 and based on the audited financial statements as at 31 11 Marcn 2021 prepared as per Indian Accounting Standards (In<! AS) are as under.

BooI<ev (INR "'1 10M 1,858.0 1.193.4

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IRBSD ~.,184~ 9...- 1,808.0 . ,_ .. ,,-MVR 2,246.0 2.,2~.?.:6

IRBPA- ·1 ~~01.0 13 ,09~.1

IRBTA 5,650.0 5,646.4 IRBTe 10,593.0 10,324.8 I'RB.ib- - 13,492,0 13,522~3 Total 49,324.0 47,679.6

In the present case, The SPVs operate and maintain the project facilities in accordance \/Vith the terms and conditions under the relevant ooncession agreement. During the concession period, the SPVs ope;ate and maintain the road asset and eam revenues through Charges, fees or tolls generated from the assel The amount of charges, fees or tolls that they may collect are notified by the relevant government agency, v.tIich are usually revised a'nnuaJly as specified in the relevant concessions and toll notifications. In such scenario, W true 'NOrth of the business is reflected in its future earning capacity rather than the cost of the project. Accordingly, I have not considered the cost approach for the current valuation exercise.

Martet Approach

The present valuation exercise is to undertake fair EV of the SPVs engaged in the road infrastructure projects for a predetermined tenure. Further, the tarttr revenue and expenses 8(e very specific to the SPVs depending on the nature of their geographicallocalion, stage of project, terms of profitability. In the absence of any exacUy comparable listed companies 'Nith characteristics and parameters similar to that of the SPVs, I have not considered CCM method in the present case. In the absence of adequate details about the Comparable Transactions, I was unable to apply the CTM method. Currently, the equity shares of the SPVs are not listed on any recognized stock exchange of India. Hence, I was unable. to apply market price method.

Income Approach

Each of the SPVs operates under a BOT or DBFOT concession agreement with the NHAI. Govemment authorities in India typically award highway infrastructure development projects under BOT concessions, 'Nhich are characterized by three distinct phases:

1. Build: upon successfully securing a project concession through a competitive bid, a concessionaire secures financing for, and completes construction, of a road;

2. Operate: during the agreed concession period, the concessionaire operates, manages and maintains the road at its own expense and eams revenues by collecting tolls from vehides using the road; and

3. Transfer: at the end of the agreed concession period, the ownership of the road, the obligation to maintain the road and the right to co.ect tolls from the vehicles using the road revert to the government entity that granted the concession.

A DBFOT project involves, in addition to the activities required under a BOT project, the provision of engineering design and financing (or ~ projed.

Currently, each of the SPVs are completed and are revenue generating SPVs. The revenue of the SPVs is based on tenure, traffic VOlumes, operations and other factors that are unique to each of the SPVs. The growth potential of the SPVs and the true worth of its business would be reflected in Mure earnings of each of the SPVs. 1 have been provided with the projeded financial information for each of the SPVs under consideration, by the Investment Manager. Accordingly, DCF Method under the income approach has been considered as an appropriate method f« the present valuation exerdse.

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6. Valuation of the SPVs

6.1. I have estimated the EV of the SPVs using the DCF Method. VVhile carrying out this engagement. I have relied extensively on the information made available to me by the Investment Manager. I have considered projeded financial statement of the SPVs as provided by the Investment Manager.

Valuation

6.2. The key assumptions of the projed:lons provided to us by the Investment Manager are:

Kev Assumptions:

6.2.1. Toll Revenue: As per the concession agreements for the respective SPVs. each SPV is allowed to levy, demand, coiled and appropriate the fees (called as toll fees) from vehides and persons liable to payment of fees for using their respective road asset or any part thereof and refuse entry of any vehicle to the road asset if the due fee is not paid. Toll revenues depend on toll receipts. which in tum depend on traffic volumes and toll fees on the toll roads.

Concession Period

The Concession Period refers to the period where the Concessionaire Is granted with the exdusive rights. license and authority to demand, coiled. and appropriate fee, operate, manage and maintain the project highway subject to the lenns and conditions mention In their respective ooncession agreement. The cash flow projedion are prepared by the Investment Manager for the balance concession period remaining from the Valuation Date as summarized below:

SPV COl"tCea8lon Period End Date Extenalon hrlod

Original RavI .... For Trafflc ForOttter Vanance Reasons

10M 01 M January 2022 ?ltI May 2022 ;26-IRBSD 19i1l February 2021 9'" June 2022 460 15

MVR 13111 August 2026 1~ January 2027 152

IRBPA 30" December 2030 2il" octoOei- 2036 1,460 661 IRBTA - 02'" September 2032 O~June 2037 "1 ,6~_ 127 IRBTe 03 June 2037 29'l' December 2042 "1 ,899 136 ---- - 13thJune2035 IRBJO 21 "1 October 2040 1,826 131

"subject to NHAf approval

I understand, as per the extant provisions of the Concession Agreements for the respective SPVs In relation to the traffic variation, the concession period could be modified to take into the account shortfall or excess In actual average traffic vis-a-vis the target traffic ranging beyond 2.5% and such concession extension or truncation shall be subject to a cap of 20% extension for shortfall and 10% for truncation for excess.

Accordingly. in the Investment Manager has considered an extension period based on its calculation which Is subject to the approval from the NHAI Authorities In case of IRBTA & IRBTe. I have relied on the information provided by the Investment Manager.

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Strictiy Private and Confidential

, .... Not recei>«t ~ l ied a 118.1fic ' UMY With

IRBTA NHAI 'oIde Iettlll"S dated 2nd Ai:ri 2021. ,4th October. 2020 and 25th Sepl:emw. 2020 tIr fIX1et1slon)

-l~aI cooces$ion period of 4 year$ (1.460 days) IIlslng 0tA oI\lVi8tion n Irdc has beeo:1 eoosir;lered br lQIuatlon iWId NHAl ~ foI the same is

rec:a/Ied WS61ettet'daIed 5th M.-cn, 202'

ll1C1'en'1l!1ntai eoncssslQll period 0( 4.4 y!llllB (1,606 days) ..-isirw 0tA ofl8riation In lrale hu been coo~\dered br 'oe/\ItItion. SPY hu .ready 'led alr8fic lur.ey calculation with NHAI \ida 1&tleB daled 2nd April 2021. 1~.lh October. 2020 and 25th September. 2020 br EOOefiSion. Howe,,,,,r NHA/ app(O\eI lor the same Is pending liS on report date.

Not rec~~ IrlCrementai coocsssion period of 5.2 ye9l"S (1.8~9 day. ) lrislng out oll8riation in IRaTe (Filed with NHAI >Joe letter deled ,~th traftlc es per Concession Agreement. thoulilh it hiS been intlmeled to NHAI "'de

April. 2021) letter d.ed 1~lh April. 2021, appro'>81 for the same Is pending as on report dale.

incrementai conCessiOn period of5 yurs. (1)26 days; iiiilng out ot'A1iatlon In IRBJD Recei..ed Ir8f5c has been considered b' wluation as per the NHAI appro'4I dated lath

Merch. 2020 1"+0. NHALlJPR/J.T.DlConceJJM/202D13362. IRBSD has concluded Its conciliation ~ with NHAllel1S" <tated 20th

IRBSD Recei\ed Octobltr, 2020 and accord"mgIy thl Conc::esslO!1 Period br this PtOjaet tlas bHn

extended by ~_d8y.s._

Extension for Other Reasons: NHAI vide its various orders has extended the concession period of the BOT Toll Projects for reasons Including natural calanlties, lockdownson ao:ount of COVlD-19, etc.

I have considered the projection period for the current valuation exercise based on the balance concession period as represented by the InveS1ment Manager.

Trafflc Volum"

Traffic volumes are directly or indirectly affected by a number of factors, many of which are outside at the control of the SPVs, including : toll fees; fuel prices in India; the frequency of traveller use; the quality, convenience and travel efficiency of altemative routes outside the SPY's network. of toll roads; the convenience and extent of a toll road's connections with other parts of the local, state and national highway networks; the availability and cost of alternative means of transportation, including rail networ1<.s and air transport; the level of commercial, industrial and residential development in areas served by the SPVs' projects; adverse weather conditions; and seasonal holidays.

Toll Rates

During the concession period, the SPVs operate and maintain the road asset and earn revenues through charges, fees Q{ tolls generated from the asset. The amolJ(Jt of charges, fees or tolls that they may collect are notified by the relevant government agency, which are usually revised annually as specified in the relevant oonce.ssioos and toll notifications. The revision typically either (i) is linked to the extent of variation in the Wholesale Price Index for all commodities as published by the Ministry of Industry (the ""WPr) or (il) comprises a fixed component. Vvtlich is three percent and a component linked to variation in the WPI, which Is capp&d at 40% of the variation In the WPI.

The toll rates for the proj"ected period have been derived in the manner stipulated in the individual concession agreements of the SPVs. The variable determinant supporting escalation in toll tariff is WPI 'IAt'tllch is oonsidered as 5.0% p.a . through the projected period based on the discussion with the Investment Manager.

In the present case, the Investment Manager has appointed MIs GMD Consultants, an Independent third-party research agency to forecast the traffic volumes and toll revenues for the SPVs' projects and to prepare traffic reports for the SPVs under consideration. As oonfinned by the Investment Manager, the traffic volumes and toll revenues for each SPY has been estimated by the traffic consultant after considering overall structure and condition of the projects induding analysis of demand and supply and strategic ~eographicallocations of

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the individual road projects. This was one of the most important input In projecting the toll

revenues.

6.2.2. Operating & Maintenance Expenses (Routine maintenance): A SPY is generally responsible for carrying out operation and maintenance activities at its toll road during its concession period. Within the scope of sud1 operation and maintenance obligations, the SPY may be required to undertake routine and periodic maintenance of projed roads, maintain and comply INith safety standards to ensure smooth and safe traffic movement, deploy adequate human resources for iACident management, maintain proper me<ical and sanitary arrangements for personnel deployed at the site, prevent any unauthorized entry to and exit from the projed as may be required. The Project Manager. together with the SPVs, manages the critical day-to-day operation and maintenance of the SPVs. In the present case, the Investment Manager has relied on the technical study report provided by the external professional agency (MIs GMD Consultants) for estimating the O&M (routine) expenses for the projected period. Further, I have been informed that the SPVs have entered into long term agreement with the Sponsor to provide O&M support with respect to Routine and Periodic maintenance and the cost considered in the projections are in-Une with the terms of these contracts.

6.2.3. Major Maintenance Expenses (PeriodiC majntenanee):

Estimating the Major Maintenance Expenses Period maintenance expenses 'Hill be incurred on periodic basis say every 2-5 years. These

are the costs incurred to bring the road assets back to Its earlier condition or keep the road assets in its present condition. SImilar to O&M routine maintenance expenses, Investment Manager has relied on the technical study report.provided by the extemal professional agency (MIs GMD Consultants) for estimating major maintenance expenses for the projected period.

Provisions for Major Maintenance Expenses and Cash Flow Adjustments

As per the financial requirements, provision Is required for appropriate major maintenance expense over a period until the actual expendit1.lre is incurred. These are non-cash expenses. Hence, for my DCF analysis, such provisions are added back in their respective years and the adual expenditure expected to be Inwrred during the particular interval of 2-5 years is deducted in those respective years in order to arrive at net cash flows.

The Investment Manager has provided me the estimated Major MaiJtenance Expenses.

6.2.4. Depreciation and Amortization: The toll collection rights (intangible assets) of the SPVs are being amortized using revenue-based amortization method. Under this method. the carrying value of the toll collection rights is amortised In the proportion of the actual toll r6lJenue for the yoar to the projected revenue for the balance toll perlod, to reflect the pattem in which the economic benefits of the assets INiIi be consumed. Further, for other fixed assets, depreciation is calculated on written down value method CNDV) using the useful INeB prescribed by the Companies Act, 2013.

6.2.5. NHAI Premium: NHAI premium is the payment made by the concessionaire to NHAI for bagging the right to finance, develop, maintain and collect tolls from the road project during lhe conceasion period. Based on the future traffic estimates, the developers have to bid the premium amount that they pay 10 NHAJ upfront. Further, developers can defer premium payment only if they do not coiled: enough toll revenue in a year to pay for it after servicing debt and other maintenance costs. They have to pay interest on the prenlh.m deferred. For the OCF, the NHAI premium provision (which is expensed out in the Profit & Loss) Is added bad< since It Is non-cash expenditure and the actual premlLm & Interest on the same paid in each of the projected years is deducted to arrive at the net cash flows. Based on the representation of the Investment Manager, in case of IReTe. interest on deferred NHAI

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StricUy Privale and Conftdential

premium Is assumed at 6.25% per annum throughout the balance project life (based on the rate applicable as of 30111 September 2021).

6.2.6. Revenue Share: The revenues collected from the toll 'NOUld be shared annually and paid to

the NHAI in the form d a concession fee. The percen~e of revenue that the Road Project has to share with the NHAI is defined In the Concession Agreement. This is applicable in case of IRB$O and MVR only. The SPVs records revenue on the net of share of revenue basis only. Further, the projections provided by the Investment Manager are on the basis of share of revenue that belongs to the individual SPV only. Accordingly, no additional adjustment in relation to share of revenue that belongs to NHAI is required in order to derive the enterprise values of the SPVs.

6.2.7. capital ExpendibJre ("Capax" ): As represented by the Investment Manager. regarding the maintenance Capax, the same has already been considered in the Operations & Maintenance expenditure and Major maintenance expenditure for the projected period and regarding the expansion Capex, the SPVs are not expected to incur any capex in the projected period.

6.2.8. Wot1<:lng Capital: The entire collection of tolls is in cash and routine expenses are in cash or

a credit period is avaifable. In these cases the effective working capital deployed is relatively small or negative in certain instances. Further, I understand the working capital is expected to be stable and is not expected to vary drastically over a period of time. Hence, changes in working capital have been considered as an adjustment for its release or payment in the projected cash flows towards the end of the concesslon period.

6.2.9. Taxes: As per the discussions ..... th the Investment M!:Vl8ger, taxes payable by the SPVs for the projected period shall be MAT raJes or nonnal tax rates, Wii"chever is applicable.. While projecting the tax numbers, 8(}'IA benefits under the Income Tax Ad, 1961 has been considered to arrive at tax payable by the SPVs.

6.3. Impact of Ongoing Material Litigation on Valuation

As on~" September 2021. there are ongoing tax litigations as sho'M"'l in Appendix 10 <M1icn are having no deposits paid under disputeJ protest for the SPVs. as infonned by the Investmeot Manager. As represented by the Investment Manager, the Sponsor would indemrlfy the Trust and its SPVs against any finandal losses suffered or incurred in connection ..... th any pending or threatened daims against the Trust made prtorto the transfer of the assets to the Tl1.Ist, hence no impact has been fadored on the valuation of the SPVs.

6.4. MocUficaUon In Conc ... lon Period

As per the Concession Agreement dause between NHAI and SPVs as provided to us by the management of the Sponsors, "In the event Actual Average Traffic shall have fallen short of the

target traffic, then for every 1 % shortfall as compared to the target traffic, the Concession period shall, subject to payment of Concession Fee in accordance with this Agreement, be increased by 1.5% thereof; provided such increase in Concession period shall not in any case exceed 20% of the Concession period.

6.5. Calculation of Weighted Average Cost of Capital for the SPVs

6.5.1. Cost of Equity:

Cost of Equity (CaE) is a discounting factor to calctJate the retums expected by the equity hofde~ depending on the perceived level of risk associated with the business and the industty in which the business operates.

For this purpose, I have used the Capital Asset Pricing Model (CAPM), which is a commonly used model to determine the appropriate cost of equity for the SPVs.

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K(e) '" Rf + [ERP • Beta)] + CSRP

Wherein: K(e) '" cost of equity Rf = rlsk free rate ERP = Equity Risk Premium Beta '" a measure of the sensitivity of assets to retums of the overall market CSRP = Company Specific Risk Premium (In general, an additional company-specific risk

premium will be added to the cost of equity calculated pursuant to CAPM). For valuation exercise, I have arrived at adjusted cost of equity of the SPVs based on the

above calculation (Refer Appendix 2).

6.5.2. Risk Free Rate:

I have applied a risk tree rate of return of 6.63% on the basis of the zero coupon yield curve as on 30'" September 2021 for government securities having a maturity peliod of 10 years. as quoted on the website 01 Clearing Corporation of India Limited rCCIL~) .

6.5.3. Equity Risk Premium ("ERP"):

Equity Risk Premium is a measure d premilJ11 that investors require for investing In equ'ty markets rather than bond or debt maJ'1(ets. The equity risk. premium is estimated based on £X)flsideration 01 historical realised returns on equity investmerts over a risk-free rate as represented by 10 year goverrrnent bonds. Based on the aforementioned . a 7% equity risk

premium for India is considered appropriate.

6.5.4. Beta:

Beta Is a meuure of the sensitivity of a company's stock price to the movements of the overall mafket index. In the present case, I find it appropriate to consider the beta of companies in similar businessf industry to that of the SPVs for an appropriate period.

Based on my analysis of the listed InvlTs and other companies in road infrastructure sectors, I find it appropriate to consider the beta of Ashoka Buildcon Limited and IRB Infrastructure Developers Limited for an appropriate period for the current valuation exercise.

I have further unlevered the beta of such companies based on market debt-equity of the

respective company using the following tOfTTlula: Unlevered Beta = Levered Beta I [1 + (Debt I Equity) *(1-T)]

Further I have re-.levered it based on debt-equity at 50:50 based on the average debt:equity ratio of a Road BOT projed over its life of concession using the follo"";ng formula: Re-Ievered Beta '" Unlevered Beta * 11 + (Debt I Equity) *(1-T)]

Accordingly, as per above, I have arrived at re-Ievered betas of the SPVs. (Refer Appendix 2)

6.5.5. Company Specific Risk Premium ("CSRP".:

Discount Rate is the retum expected by a market participant from a partlcliar investment and shall reflect not only the time value of money but also the risk. inherent in the asset being valued as well 8S the rlsk Inherent in achieving the Mure cash flows. In the present ease, considering the length of the explicit period, the basis of deriving the underlying cash flows

and basis my discussion with Investment Manager, I found it appropriate to consider the follo"";ng CSRPs:

SPV. 10M

IRBSO MVR

IRBPA IRBTA IRBTe IRBJD

CSRP 0% 0%

- 0% ' 2% 1% 2% 2%

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6.S.S. Cost of Debt

The calculation of COS1 of Debt posHax can be defined as follows: K(d) = K(d) p,,>-Iax • (1 • T)

Wherein: K(d) = Cost of debt T = tax rale as aPPlicable

FOr valuation exercise, pnHax. oost of debt has been coosidered as 8.2%, as represented by

the Investment Manager.

6.5.7. Debt : Equity Ratio:

In present valuation exercise, I have considered debt equity ratio of 50:50 based on average debtequlty ratio of a Road BOT project over its Ufe of conoession . Accordingly, I have considered lhe same -weightage to arrive at the WACe of the SPVs.

6.S.S. Weighted Average Cost of Capital (WACC):

The discount rate, or the WACe, is the weighted average of the expected retum on equity and the cost of debt. The weight of each factor is determined based on the company's optimal capital structure.

Formula for calculation of WACC: WACC = (K(d) • Debt {(Debt + Eq"ty)1 + IK(e) • (1 - Debt {(Debt + Equity)))

Accordingly, as per above, I have arrived the WACC for the expitcil period of the SPVs. (Refer Appendix 2).

6.S. At the end of the agreed concession period, the OINf'lership of the road, the obligation to maintain the road and the right to collect tolls from the vehIcles using the road revert to the goverTlT1ent entity that granted the concession by the SPVs. Hence, SPVs are not expected 10 generate cash flow after the expiry of their respective concession agreements. Accordingly, I found It appropriate not to consider terminal period value, which represents the present value at the end of explicit forecast period of all subsequent cash flows to the end of the life of the ass81 or Into perpetuity it the asset has an indefinite life, in this valuation exercise .

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7. Valuation Concluslor1

7. t The current valuation has been carried out based on the discussed valuation methodology explained herein earlier. Further, variQt.ls qualitative factors, the business dynamics and growth potential or the businesi, having regard to Information base, management perceptions, key underlying 3$SUmptions and limitations were given due consideration.

7.2. I have been represented by the Investment Manager that there Is no potential devolvement on account of the contingent liability as of valuation date; hence no impact has been factored in to arriVe at EV of the SPVS.

7.3. Based on the above analysis, the EV ason the Valuation Date of the SPVs is as mentioned beJow:

(Refer Appendix 1)

SPV.

IRBSO MVR IRBPA IRBTA IRaTC IRBJD

12' 201h Odober 2036

2",i"Juile- 2037 2'stt' December 2042

21 111 October 2040 Total Of SPV.

-0 Year 8 Months -5 Years 3 Months

-15 Years 1 Months -15 Years 8 Months

~.------

-21 Years 3 Months -19 Years 1 Months

~q,965 17,989 74,811

7.4. EV is described as the total value of the equity in a business plus the value of its debt and debt

related liabilities, minus any cash or cash equivalents to meet those liabilities.

7.5. The fair EV of the SPVs Is estimated using OCF method. The valuation requires Investment Manager to make certain assumptions about the model inputs induding forecast cash flows, discount rate, and credit risk.

7,6. Valuation is based on estimates of future financial performance or opinions, which represent reasonable expectations at a particular point of time, but such information, estimates or opinions are not offered as predictions or as assurances that a particular level of income or profrt will be achieved, a particular event 'Nill occur or that a particular price 'vVi1i be offered or accepted . Actual results achieved during the period covered by the prospective flnancial analysis will vary from these estimates and the variations may be material.

7.7. Accordingly, I have conducted sensitivity analysis on certain model inputs, the results of which are as indicated below.

1. Weighted Average Cost of Capital 0NACC) by increasing I decreaSing it by 1.0% 2. Revenue by Increasing I decreasing it by 10% 3. Expenses by increasing I decreasing it by 20%

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1. fair Enterprise Valuation Range based on WACC parameter (1.0%)

INRMn

Sr. No. SPV. WACC

EV - EV WACC EV

+1.0% WACC ·1.0% 1 10M 11.2% 1,600 10.2% 1.605 9.2% ~ ,610 2 IRBSO 10.2% 2,731 9.2% 2,741 8.2% 2,752 3 MVR 10.2% 3,983 9.2% 4,083 8.2% 4,188

• IRBPA 11.2% 15,217 10.2% 16,340 9.2% 17!~81 5 IRBTA 10.7% 10,284 9.7% 11 ,088 8.7% 11,982 8 IRBTe 11 .1% ~~1~21 10.1% 20.965 9.1% 23,932. 7 IRBJD 11 .1% 16,472 10.1% 17,989 9.1% 19,712

Toml of all SPY. 88.708 74.'" 81,758

2. Fair Enterprise Valuation Range baaed on Revenue parameter (10%)

INRMn

8r. No. SPV. EVot_ EVota- EVot_

·10.0% - +10.0% 1 10M 1,259 1 .. 605 1,952 2 IRBSD 2.302 2.741 3.160 3 MVR 3.620 4,083 4,547

• IRBPA 14,526 16.340 18.207 5 IRBTA 9.750 11 ,088 12.425 8 IRBTC 15,530 20,965 26,162

3, Fair EntGrpria. Valuation Range based on Expense parameter (20%)

INRMn

11<. No. SPV. EVot~ EVota- EV.,~ +20.0% ~ ·20.0%

1 10M 1,392 1,605 1,819 2 IRBSO 2,668 2,741 2,8:

'6

3 MVR 3,973 4,083 4,194

• iRBPA 15,723 16,340 16,957 5 IRBTA 10,$44 11 ,088 11 ,632 6 IRBTe 20,556 20.965 21 ,~?2 7 IRBJD 17,038 17,989 18,941

Toml of all SPY. 71,m 7.,111 n,73IJ

The above represents reasonable range 0( fair enterprise valuation of the SPVs.

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8. Additional Procedures to be complied with in accordance with l"vlT regulations

Scope of Work

8.1. The Schedule V of the SEBllnvlT Regulations prescribes the minimum set of mandatory disclosures to be made in the valuation report. In this reference, the minimum disclosures in valuation report may include follO'Ning Information as well, so as to provide the investors with the adequate information about the valuation and other aspects of the under1ying assets of the InvlT.

The additional set of disdosures. as presaibed under Schedule V of InvlT Regulations, to be made in the valuation report of the SPVs are as follows:

Ust of one-time sanctions/approvals which are obtained or pending:

List of up to date/overdue periodic clearances:

Statement of assets included.;

Estimates of already carried as well as proposed major repairs and improvements along with estimated time of completion;

Revenue pendencies including local authority taxes associated INith InvlT asset and oompounding charges, if any;

On.going maferiallitigations including tax disputes in relation to the assets, if any;

Vulnerability to natural or induced hazards that may not have been covered in tOINn planningl building conb'ol.

limitations

8.2. This Report is based on the information provided by the representatives of the Investment Manager. The exercise has been restricted and kept limited to and based entirely on the documents, records, files, registers and infonnation provided to me. I have not verified the information independently INith any other extemal source.

8.3. I have assumed the genuineness of all Signatures, the authenticity of all documents submitted to me as original, and the conformity of the copies or extracts submitted to me with that of the original documents.

8.4. I have assumed that the documents submitted to me by the representatives of Investment Manager in oonnedion with any particutaf issue are the only documents related to such issue.

8.5. I have revie'Ned the documents and r9C()(d8 from the limited perspective of examining issues noted in the scope of work and I do not express any opinion as to the legal or technicallmptications of the same.

Analysis of Additional Set of Disclosures for the SPVs

A List of one-time sanctions/approvals which are obtained or pending;

The list of such sanctions! approvals obtained by the SPVs tin 30th September 2021 is provided in AppendIx 3 to Appendix 9.

S. List of up to date! oye!due periodic dUrances:

The Investment Manager has confirmed that the SPVs are not required to take any periodic clearances and hence there are no up to datel overdue periodic dearanoes as on 30" September 2021.

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c. S:latmJlimt Qf UKI!!: iO"lId!i!ed.:

The details of assets of the SPVs as at 3Q1n September 2021 are as mentioned below

INRMn

NalFlxed Not Other Non- Current Sr. SPV. Intangible Currant

No. AuDIO AuDIO AuDIo AuDIO

1 10M 0.0 1,448.2 975.5

2 IRBSD 0.3 2,347.0 - - --4,516.8

3 MVR' - 10.2 2,i7H 2,065'.6

4 IRBP~ _ _ 9·Q 1~, 576.1?. _ 760.6 - - -5 IRBTA 5,852.5 35 .2

6 IRBTe 0.1 10,945.~ 0.0 66. 18.?.7 7 IRB-j O 0.0 13,606.8 67.8

O. Estimates of alreadY carried as well as proposed major repairs and improvements along "";th

estimated time of completion:

I have been informed that maintenance is regularty carried out by SPVs in order to maintain the

working condition of the assets.

Historical major repairs INRMn

SPY. FY 18 FY 19 FY20 FY21 HY1FY22

10M 111.9 70.1 342.9

IRBSD 157.6 403.8 339.8 56.2

MVR 127.8 53.7 IRBPA 268.4 312.7 117.2 -IRBTA 27.8 3.6 103.8

IRBTC 185.4 85.3'- ..

IRBJD 315.4 324.3 198.8 Source: Investment Manager

Forecasted maJor ~pairs INRMn

SPY. H2 FY22 FY23 FY24 FY25 FY28 FY27 FY28 FY29 FY30 10M 32~.9 IRBSD - --MVR _ __ 173.[ 173.7 IRBPA 100.7 326.5 295.8 61.0 150.8 ,,!?4.5 IRBTA 143.1 252.5 335:7 416.5 50.4 IRBTC 434.8 553 .2 IRBJO 238.5 - 776.2 943.0 1,103.7 228~4 Source: Invasfm6nt Manager

E. Revenue pendencies including local authority taxes associated with InylT asset and compounding

dlarges. if any:

Investment Manager has informed me that there are no material dues induding local authority

taxes (sum as Municipal Tax, Property Tax , etc.) pending to be payable to the government

authorities"';th respect to the SPVs (InvIT assets).

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F. On-gOing ma1erjalllUgatioos Induding lax disputes in relation to the assets. if any:

As infonnacl by the Investment Manager, no key changes have occurred from the previous

valuation ,eport In the list of all material liligations. (induding tax litigaHons, if any) against the

SPVs. As informed by the Investment Manager, the status of ongoing litigations are updated in

Appendix 10. Investment Manager has informed us that it expects majority of the cases to be

settled in favour at SPVs. Further, Investment Manager has intonned us that majority of the cases

are having low to medium risk and accordingly no material <M.JtfIow is expected against the

litigations. As represented by the Inve5tment Manager, the Sponsor would Indemnify the Trust and

its SPVs against any financial losses suffered or Incurred in connection with any pending Of

threatened dalms against the Trust made prior to the transfer of the assets to the Trust.

I was not provided with the documents for certain cases as mentioned in the below lable:

Sr, No, SPV. No. of Caul Rernarb 1 10M Documents not provided 2 IRSSO 5 Documents not provided

3 MVR 2 DooJments not provided - --- Documents not prcwided 4 rRBPA 3 5 IRSTe 1 Documents not provided

6 IRBJD 3 Documents not provided

Hence, have relied on the Investment Manager with respect to the current status of the

abovementioned cases.

G. Vulnerability to natural or induced hazards that may not have been covered in town planning! buildjoa control:

Investment Manager has confirmed to me that there are no such natural or induced hazards which have not been considered in town planningl building contror.

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9. Sources orlnformation

For the purpose of undertaking this valuation exercise, I have relied on the foilOlNing sources of information provided by the Investment Man2ger:

9.1. Unaudited provisional financial statements of the SPVs as on 3ot" September 2021 ;

9.2. Projected finandal infoffilation for the remaining project life for each of the SPVs;

9.3. Toll Revenue And O&M Cost Projection Report prepared by MIs GMD Consultants for all the SPVs;

9.4. Details of brought forward losses and MAT credit (as per Income Tax Act) of the SPVs as at 31 s~

March 2020;

9.S. Details of Written Down Value ~DV) (as per Income Tax Act) of assels as at 31 ~ March 2020;

9.B. Concession Agreement of each of the SPVs with NHAI;

9.7. Operation & Maintenance Work. Order for eadl of the SPVs v.-fth the Sponsor dated 27'" May 2019;

9.8. Ust of licenses I approvals, details of tax litigations, dvil proceedlrlfJ and arbitrations of the SPVs;

9.9. Details of projected Repairs and Capital Expenditure (Capex");

9.10. As on 30~h September 2021, IRB InvlT Fund holds equity stake in the SPVs as mentioned in the Section 3 of this Report. As represented to us by the Investment Manager, there are no changes in the shareholding pattern from 301n September 2021 to the date of Issuance of this Report;

9.11. Management Representation letter by the Investment Manager dated 21 a1 October 2021 ;

9.12. Re.levant data and information about the SPVs provided 10 us by the Investment Manager either in 'Mitten or oral form or in the form of soft copy;

9.13. Information provided by leading database sources, mar1<.et research reports and other published data.

The information provided to me by the Investment Manager in relation to the $PVs induded but not limited to historical financial statements, forecasts/projections, other statements and assumptions about Mure matters like forward-looking financial information prepared by the Investment Manager. The forecasts and projections as supplied to me are based upon assumptions about events and circumstances which are yet to oco.r.

By nature, valuation is based on estimates, however, considering lhe outbreak of COVlD·19 Pandemic and the consequent economic slowdoWf1, the risks and uncertaintie$ relating to the events occuning in the future, the actual figures In future may differ from these estimates and may have a significant Impact on the valuation of the SPVs.

I have not tested individual assumptions or attempted to SUbstantiate the veracity or integrity of such assumptions in relation to the forward-looking financial information, however, I have made sufficient enquiries to satisfy myself that sum Information has been prepared on a reasonable basis.

Notwithstanding anything above, I cannot provide any assurance Ihat the fOlWSrd looking finandal information will be representative of the results "WhiCh will actuaty be achieved during the cash flow forecast period.

Further, considering the current crisis in relation to COVlD-19 in India and across the globe, I have been infonned by the Investment Manager, that the forecasts I projections provided for the valuation exercises are prepared after reasonably evaluating and incorporating the impact of outbreak of COVI.D-19 pandemic as per prevalent conditions as on date.

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10. Exclusions and Limitations

10.1. My Report is subject 10 the limitations detailed hereinafter. This Report Is to be read in totality, and not in parts. in conjunction"";(h the relevant documents referred to herein.

10.2. Valuation analvsis and results are specific to the purpose of valuation and Is not Intended 10 represent value at any time other than the valuation date of 30'" September 2021 ("Valuation Date") mentioned in the Report and as per agreed terms of mV engagement. It may not be valid for any other purpose or as at any other data Also, it may not be valid if done on behalf of any other entity.

10.3. This Report, its contents and the results are specific to (i) the purpose of valuation agreed as per the terms 0( my engagements; (ii) the Valuation Date and (iii) are based on the finandallnformation of the SPVs till 3()11' September 2021. The Investment Manager has represented that the business activities of lhe SPVs have been earned out in nannal and ordinary course between 3011> September 2021 and the Report Date and that no material changes have OCCtJrred in the operations and

financial position between 3()l11 September 2021 and the Report date.

10.4. I have been informe.d by the Investment Manager that there will be limited Impact of the on..going COVID-19 pandemic outbreak on the operations of the SPVs and the projections provided to me

are after considering the same.

10.5. The scope of my assignment did not involve me performing audit tests for the purpose of expressing an opinion on the fairness or accuracy of any financial or analytical information that was provided and used by me during the course of my work. The assignment did not Involve me to conduct the financial or technical feasibility study. [ have not done any independent technical

valuation or appraisal or due diligence of the assets or liabilities of the SPVs or any of other entity mentioned In thIs Report and have considered them at the value as disclosed by the SPVs in their regulatory filings or in submissions. oral or lNIitten, made to me.

10.6. In addition. J do not take any responsibility for any changes in tile Information used by me to arrive at my condusion as set out herein \Nhich may occur subsequent to the date of my Report or by virtue of fact that the details provided to me are Incorrect or Inaccurate.

10.7. I have assumed and relied upon the truth, accuracy and completeness of the information. data and finanaal terms provided to me or used by me; I have assumed that the same are not misleading and do not assume or accept any liability or responsibi lity for any independent verification of such information or any independent technicat valuation or appraisal cA any of the assets, operations or liabilities of the SPVs or any other entity mentioned in the Report. Nothing has corne to my knowledge to indicale that the material provided to me was misstated or incorrect or 'WOUld not afford reasonable grounds upon Ydlich 10 base mV Report.

10.B. This Report is intended for the sole use in connedion .... i \h the purpose as set out above. It can however be relied upon and disclosed in connection with any !taMory and regLAatory filing in connecUon with the provision of SEBI InvlT Regulations. However. I will not accept any responsibility to any other party to whom this Report may be shown or who may acquire a copy of the Report. without my written consent.

10.9. It is darified that this Report [s not a fairness o~nion under any of the stock exchange/listing regulations. In case cA any third party having access to this Report, please note this Report is not a substitute for the third party's 0'M"l due diligence/ appralsall enquiries! independent advice that the third party should undertake for his purpose.

10.10. Further, this Report is necessarily based on financial. economic, monetary, market and other conditions as In effect on, and the information made available to me or used by me up to, the date hereof. Subsequent developments in the aforementioned conditions may affect this Report and the assumptions made in preparing this Report and I shall not be obliged to update, revise or reaffirm this Report if infoonation provided to me changes.

10.11. This Report is based on the information receiVed from the sources as mentioned in Section 9 of this Report and discussions with the Investment Manager. I have assumed that no information has been withheld that could have influenced the purpose of mv RePOrt

Page 47 of 64


10.12. Valuation is not a precise science and the conduslons anived al in many cases may be subjective and dependent on the exercise of individual judgment. There is, therefore, no Indisputable sirlQle value. I have arrived at an Indicative eJ based on my analysis. While I have provided an assessment of the value based on an analysis of infoonalion available to me and within the scope of my engagement. others may place a diff8(ent value on this business.

10.13. Any discrepancies in any table I appendix between the total and the sums of the amounts lisled

are due to rounding-off.

10.14. Valuation is based on estimates of future financial perfonnance or opinions, which represent reasonable expectations at a particular point of time, but such Information, estimates or opinions are not offered as predictions or as assurances that a particular level of income or profit 'Nill be achieved, a particular event will occur or that a particular price 'Nill be offered or accepted. Actual results achieved during the period covered by the prospective financial analy.sis 'Nill varyfrom these estimates and the variatIons may be material.

10.15. I do not carry out any validation procedures or due diligence 'Nith respect to the infonnation provided/extracted or carry out any verification of the assets or comment on the achievabilily and reasonableness of the assumptions under1ying the financial (ot"eCasts, save for satisfying ourselves to the extent possible that they are consistent with other information provided to me in the course of tl'js engagement.

10.16. My conclusion assumes that the assets and liabilities of the SPVs, reflected in their respective latest balance sheets remain intact as c:l the Report date.

10.17. Whilst all reasonable care has been taken to ensure that the factual statements in the Report are accurate, neither myself, nor any fA my associates, officers or employees shaU In any way be liable or responsible either orectly or indirectly for the contents stated herein. Accordingfy, I make no representation or warranty, express or Implied, in respect of the completeness, authenticity or aocuracy of such factual statements. I expressly disc/aim any and all liabilities, 'MIlch may arise based upon the Information used in ilis Report. I am not liable to any third party in relation to Ihe

issue of this Report.

10.1 B. The scope of my work has been limited both in terms of the areas of the business & operations 'Nhich I have reviewed and the extent to which I have reviewed them. There may be matters, other

than those noted in this Report, which might be relevant In the context of the transaction and which a wider scope might uncover.

10.19. For the present valuation exercise, I have also relied on information available in public domain; however the accuracy and timellnes of the same has not been independently vertfied by me.

10.20. In the particular circumstances of this case, my liability (in contract or under any statute or otherwise) for any economic loss or damage arising out of or In connection with this engagement, however the loss or damage caused, shall be limIted to the amount of fees actually received by

me from the Investment Manager, as laid out in the engagement letter for such valuation work.

10.21. In rendering this Report, I have not provided any legal, regulatory, tax, accounting or actuarial advice and accordingly I do not assume any responsibility or liability in respect th8(eof.

10.22. This Report doe.s not address the relative merits of investing in ImlT as compared with any other alternative bus4ness transaction, or other alternatives, or whether or not such alternatives could be achieved or are available.

10-.23. I am not an advisor 'Nith respect to legal, tax and regulatory matters for the proposed transaction. No investigation of the SPVs' daim to title of assets has been made for the purpose of this Report and the SPVs' claim to such rights have been assumed to be valid. No consideration has been given to liens or encumbrances against the assets, beyond the loans disclosed in the accounts. Therefore, no responsibility is assumed for matters of a legal nature.

10.24. I have no present or planned future interest in the Trustee, IITIfesbnent Manager or the SPVs and

the fee for this Report Is not contingent upon the values reported herein . My valuation analysis should not be construed as Investment advice; specifically, I do not express any opinion on the

Page 48 of 64


suitability or otherwise of entering into any financial or other transaction with the hwesbnent

Manager or SPVs.

10.25. I have submitted the draft vaJuation report to the Trust and Investment Manager for confirmation of accuracy of the factual data used in my analysis and to p!'evenl any error or inaccuracy in this

Report.

10.26. Umltation of LIabilities

10.26.1. It is agreed that, having regard to the RV's Interest in limiting the personal liability and exposure to litigation of its personnel, the Sponsor, the Investment Manager and the Trust will not bring any claim in respect of any damage against any of RV personally.

10.26.2. In no circumstances RV shall be responsible for any COI1sequential , special, direct, Indired, punitive or incidental loss, damages or expenses (Including loss of profits, data, business, opportunity oost, gooc:twill or indemnification) in connection with the performance of the services whether such damages are based on breach of contract. tort, strict liability, breach of warranty, neglgence, or otherwise, even If the Investment Manager had contemplated and communicated to RV the likelihood at such damages. Any decision to ad upon the deliverables (induding this Report) is to be made by the Investment Manager and no communication by RV should be treated as an Invitation or inducement to engage the Investment Manager to act upon the deUverable(s).

10.26.3 . It is darified that the Investment Manager will be solely responsible for any delays, additional costs, or other fiabilities caused by or associated with any defidencies in their responsibilities, misrepresentations, Incorrect and incomplete information including information provided to determine the assumptions.

10.26.4. RV will not be liable If any loss arises due to the provision of false, misleading or incomplete information or documentation by the Investment Manager.

10.27. Limitation on account ofCOVID·19 and Uncertainty In Valuation

10.27.1. It is important to highlight that the COVl0-19 pandemic has created significant uncertainty in valuation. The mitigation In the spread of CQVIO-'9 and commencement of vaccination process has led to relaxation of restrictions and consequent opening up of the economy. However, the second wave and consequent lockdown in many parts of the country continues to impact the economy and consequent business recovery. Accordingly, lhe impact assessment of COVID·19 is a continuing process given the uncertainties associated "With its nature and durations.

10.27.2. I have been informed by the Investment Manager, that the forecasts I projections provided for the valuation exerdses are prepared after reasonably evaluating and incorporating the impact of outbreak of COVlO-19 pandemic as per prevalent conditions as on date. The estimates and Judgement made by the Investment Manager, could vary on future developments, induding, among other things, any new information concerning the impact created by the COVID-19 pandemic on the economy and consequent effect on the business and on the C\lstomer's ability to make the payment. The Investment Manager continues to monitor any material changes to Mute economic conditions, v.tI ic:h will be given effect, where relevant, in the respectlve future period.

10.27.3. As of 30'" September 2021 , I understand from the Investment Manager that there has been no material adverse impact to the SPVs' business operations and customer service due to remote wor1c::. The Investment Manager continues to review and modify plans as conditions change. Despite efforts to manage these Impacts to the SPVs, the ultimate Impact of COVlo..19 also depends on factors beyond management's knowledge or control, Including the duration and severity of this outbreak as well as actions taken to contain its spread and mitigate lis public health effects.

Pag ... 90f64


10.27.4. Further, this Report is necessarily based on finanoal, economic, monetary, market and other conditions as in effect on, and the information made available to me or used by me up to, the date hereof. Subsequent developments in the aforementioned oonditions may affect this Report and the assumptions made in preparing this Report and I shall not be obliged to update, revise or reaffirm this Report If Information provided to me changes.

Yours faithfully,

S. Sundararaman

Registered Valuer

IBBI Registration No.: IBBI/RV/06I2018/10238

Place: Chennai

UDIN: 21028423AAAANV5873

« This space is Intentionally left blank»

Page 50 0'64


Appendix 1 - Valuation of SPVs as on 30th September 2021

EBITDA MME Provision MME

Operating Eamings Before Interest, Taxes, Depreciation and Amortization Provision for Major Maintenance Expenses recorded In SPVs' Books Actual Major Mainlenance Expenses Incurred during Ihe year

Capex Capital ExPenditure Wcap Incremental Wor1ling Capital FCFF Free-CashFlowtothe Rrm

eAF Cash Accrual Factor

DF DiscolJl'1.ing Factor PVFCFF Preserrt value of Free Cash Flow to the Firm

Appendix 1a - Valuation of IDM as on 30'" September 2021 under the OCF Method

WACO 10.2% INA. Mit

Y • ., ....... - ....... - -"'- - To .... 01# .. ........ -FY22 1,871 ',m "" ," '" usa 0." o.tIl 1.317

FY23" '" '" .'" " '" 0." 0.11 '" .... Yo ... "01M11y20n

Appendix 1 b - Valuation of IRBSO as on 3()l11 September 2021 under the OCF Method

WACO .. " , ...... V •• r ....... ...... ..",. - -"'- - To .... eN' ... ..-

FY22 2.241 , ... "" !<I) .. 1,1182 0.25 0," 1,9311 FY23' '" .., .. " " " ... 0.85 0.93 '" , • til .NM 202:1

Appendix 1c - Valuation of MVR as on lOll> September 2021 under the DCF Method

WAex: 1,2% INR M ...

V •• r -... ....,. """'" - - ..... w"" ... I'CFF OM .. """"" .. -FY22 '" ... .." " " 3.:5.!I_ .. ~!.2~_ 9·~ . .~1 FY23 ' ,036 ." .. " " .. '" "'10 0." '" FYU 1,156 ' ,000 .. " " '" '" '" >00 0." en FY" 1,2l1li ' ,220 "" " '" ". '" _L09. __ ~;.7!_ 7~ FYie 1,438 " ... "" 155 r-;:-210 ' .00 0.70 852 FY2r 1.256 " .. .." '" ' ,005 4.89 0.85 6"

V ... • " J", 2027

Page 51 of 64


Appendix 1d - Valuation of IRBPA.s on 30111 September 2021 under the DCF Method

_WACC 10.%% INR Mn

Yo .. "'- arrDA BITDA _~ _CapuW_ Tn ...... ... ... """"" "'ZI O"l "" " ." "'" . 25 0." (220)

"'l3 ..... ..... "" ". . .. 1.257 ' .00 0.111 1.163

"'24 1 ,~ , .... "" n, '" 1."23 ' .00 0.52 1.171

"'25 . .., 1,781 "'" n. '" .. , '.m ' .00 0.75 '" FV2e . ,.. , ... "" n. ,.. "" 1 .... 7 ' .00 0." '" "'27 2.$18 .. " .... ". " '" , .... '00 0.112 1.183

"". 2,7M .... .... n' m 2.172 ' .00 0." 1.213

"''' 3.'" .,,, .... 13. '" 3" 2.250 7.00 0.51 1.1-40

"'30 3.~ "'" "'" ,,. m 357 2.1&8 ' .00 0." ...

"'31 3.e72 ,,,. ""

,,. ... .... ' .00 0."2 1.23 9

"'32 ~,054 "" "" .,. 457 3.2te; 10.00 0.38 1.247

"'33 ..... 10 " ,100 "" ... '" 3.597 11 .00 0." '.m "',. ' .007 ..... "" ,,. ... 3,SIlS 12.00 0.31 1,221

"''' s,m ~.II11 .. % , .. .,. ' .23S 13.00 0.28 1,1. 5.73!1 ",oo ... '''.00 ,.,.

Appendix 1e - Valuation of IRBTA as on 301t! September 2021 under the OCF Method

v •• , ....,. _ .. 0 ...... _capnWla, T •• .., '"

FY23 '" ." OS. '" '" " ... '.00 0.91 44' FY24 1.0!5 .., ". '" "' ." 2.00_ O.~ ." FY25 1.227 '.'" 87% 12. ." ... 3.00 0.711 711 FY21! '.'" 1.197 8S% 12. ". 1.048 ' .00 0." no FY" 1.521 ..... "" 12' m 1. 175 ' .00 .eo '" FY" 1.701 1.5115 .,.. 12. '" '" ... ' .00 ,." ... FY" Ulge 1.702 ... 12. ... 22' '.063 7.00 0.52 '" FYJO :l.11S 1.~12 90% .. .. ... 1 .6~_ ' .00 _0.~8 '" FY31 2.355 .... ,,% '" '" 1.820 ~. OO , ... ". FY32 2.112(1 .... ""' '" '" '.'" 10.00 0.40 '" FY33 '.900 2,$11 90% '" 338 2,:1:13 11 .00 0.38 .24 FY" 3.238 , .... "" '" ." ... :2,05<1 12.00 0.33 <fTI FY3S 3.001 .,,, ". '" '" ... 2~ 267 13·09 , ... .., FY" ..... 3 .... ,,% ... 3.130 '''.00 0.21 ... pm ..... tll '."" "" ... 3 ... M 15.00 0." '" FY38' ... 770 "" - Pl 113 ... l S.57 ' .24 '" • -- _. _... -

•• 2MJ/I". 2037

Page &2 of 64


Appendix l' - Valuation of IRaTC as on 30th September 2021 under the OCF Method

w.'" '0.,'" .. .. ----=_ .......... -- ... -... .. .-- --.. ..... - ..... -Nn '."" 1.2" 4 "" .. , .... m " ." ". " N~ ,,~ .... .'" '''' .'" '" .n , 00 ,. ~

N~ "" .'" .'" ... ,.,.. ~ 12'S .00 '" '."

N~ . ~ .,'" "" .. '" 3411 '" ,.", ,ro .n .. " N~ "" ."" "" '" "" ~ " .00 ". " Nn .~ .,,, ... '" u'" '" <,,., '"' '" "" N" .... , ... - '" . ,,' .. (I,24Z) .00 " . ... N" &.01. u" ... '" ... , ... ." ' .00 0.51 '" m, .. " .... ... '" '" .", '" , .... ' .00 , . '" N" 1',402 '.m ... ". , ... .. , ... ' 00 '" '."" N» 1.211 .'" ... '" "" - "" '"00 ,,, ,,,, "." .. '" .... - '"~ 1111 '."" '."" 11.00 ." \, ~711

NM .• ~ ... '" •. '" I,'" ' .tlle "00 ,» .. '" N" 11. 1" ... '"~ .. un ,.'" .~ "00 ,." ..,"' N" 12.~ UI ... "" .... .. ., "00 ,." , ... N» " .. ... ., .. ,.'" '.~ ...00 0.24 1.010 NX ... '."" ,.., UI5 '.M " 00 '" un ~ ... "'G "'"

.,,, 11.00 ,~ 1,81e N~ ... ..... " .. ' .«11 "00 1.813

N" ... "" "" 10.,7' 1' .00 un NO' ... .... ,,., '.'" '"

Appendix 1 9 - Valuation of IRBJD as on 30'" September 2021 under the DCF Method

WACC lG.1% 'OR ... - q ..roi.~_ ........ - •

Y •• , .. - --- ,.. - ... '"' ....-'''' ~II '" "" I .. '" OJ '51 0.25 O.H '"~ FY23 '.'" 1.= .'" '" ". 1, 127- t.cxIUt 1.024 FY2, 1,551 I.'" ..,. .. ". I.'" 2.0IL.,!,,83 '.'" m, 1.136 1,$14 ..,. 3M '" ' ~404 3.00 0 .15 ,.'" ""

..,,. 1.13' "" '" '" 1.563 ' .00 ... I.'" FY"l1 2.152 I.'" ..,. ... m ... ... , .00 ." '" FY28 1.101

. - 0 .56-,"00 ~1" ""

,.. ... ... '.00 ". ' ''' 2.613 ~ ... "" ... 1,104 277 1.!!I!.5 ' .00 0 ,51 ... "'. "'" W. "" '" '" ." 2. 161 ' .00 , ... I.'"

"" "" ~ .. , '"" ... ... ~601 ".~ 0.'42 1.097 F1'32 , .... . '" ,,% ... ... .... 10.00 .. " 1,109

"" " .010 .... .". ... '" ... 5,OI~ " :~ .., 1,076

"" ' ,SIS ..... ,,% ... 1. 113 ... .... 12.00 0.'2 ". "',. 11,024 '.'" ,,% ... ". ." ' ,2&0 13.00 ,." '" "" 5,511 S. lOt "" '" ~ , 36t .14.00 ,." 1,144

"" 11, 130 5.531 ,,% < .... 4,281 IS.OO ,." I .OI!

"' .. 11,771 8,2IS1 "" I.m 4,!11$_'6.~0.22 1,010 FY39 7,498 '.N2 "" '.750 5,202 17.00 '" 1.019

"' .. 8,348 7m ... I .... 5,81,7 ~a.~ 0.18_ 1,035 FY41 " 5,124 .,7118 ". I!!l '12Oe 31111g. 18.78 0.17 '" .!!I!!! V .... 7 "210,:1%040

Page 53 of 64

Strictty Private OIInd Confidential

Appondlx 2 - Weighted Average Cost of Capital of the SPVs OIlS on 30th September 2021

PJnlcul .... IDAA IRBSD MYR IRBPA lRaTA IRBTe IRBJD Rtlmarb

Risk Free Rate has been cC)nsidered based on zero COIJpon yield Risk Free Rate (Rf) 8.6% 6.60/0 6.6% 6.6% 6.6% 6.6% 6.6Yo CUM as at 30th Sept 2021 of Gowmmenl Securities haoA09 maturity

period of 10 years. as quoted on CCll's website

Based on hlstoric,al ~ecd relLm$ 01\ equity il'l\eStments O\ef a Equity Risk Pl1MTllum (ERP) 7.0% 7.0% 7.0% 7.0% 7.0% 7.0% 7.0% risk tee rate represented by 10 years 9O'A'rrment bonds. a 7%

equity risk premllnl is considered appropriate b' india

Beta (rele-.ered) 0.80 0.71 0.71 0.71 0.71 0.70 0.70 Beta has been considered based on the beta of companies

operating In the similar kind of business in india

Base Cost 01 Equity (Ke) 12.3% 11 .8% 11.6% 11.6% 11.6% 11.5% 11.5% Base Ke • Rf + (ERP) • ~

Comp.my Specllic Risk 0.0% 0.0% Q.C% 2.0% 1.0% 2.0% 2.0% Based en lenUAI risk and SPY specl6c. risk(s)

Premium (CSRP)

Adjusted Cost of Equity (Ke) 12.3% 11.6"10 " .GYo 13.6% 12.6% 13.5% 13.5% AdJustad K& • Rf + IERP) • ~ + CSRP

P~IIX Cost of Debt (Kd) 8.2% 8.2% 8.2% 82% ' .2% 8.2% S.". As represented bV the trr.estmenl Manager

Tax rale of SPY 0.0% 17.5% 17.5% 16.9% 17.5% 19.6% 19.3% Tax Rate Applicable 10 SPVs is considered

Post-tax eo.t of Debt '.2% •. .,. •. .,. •. .,. '.8% •. .,. U% PCMHax Kd - P ... -ox Kd • (I-Tn rata)

Debt ( (Debt + Equity) 50.0% 50.0% SO.O% 50.0% 50.0% 50.0% 50.0% Debt : Equity mlo comptA:ed as ([lI(OtE») Is considered as 500/0

WACC 10.2% U% 1.2% 10.2'4 .. ,.. 10.1% 10.1% WACC. ~. (1 • OI'(Dt-E)D + (Kd • (1"" • Df(DtoED

Page 54 of 64


Appendix 3 - IOAA: Summary of approval and licences

........ 5 ... , No.

2

3

Ducrlption of !PM perml.

Ltlbour Ucens_t: No . • BR£.,ALCJREGl57 (29Y12:11_~ed 21.03.~U. La~ Ucense No:.. B~Cf!...K?.46 (~J201~ date,:d 29.1~:to1.

Inspection Certiicate, statk: weigh bridge of Choryasl Toll Plaza --•• 1ns~lion Certiftcale, sialic weigh bridge of Choryasi Toli Plua

SoU1Ce: Inwtslmflnl Manager

Regional labour Commiuioner, VadoCIanl _~~r~ISlio~,V~_

Legal Metrology ofIc«, Sum, Book no. 90, Sr. no. 78/2

Legal MettOlogy OItice', S;r3t, BooI< no. 90, Sr. no. 79/2

Validity

y'.IId_~ .28.06.2023 Y_a!icI yp.I~2!J.~.2021 V.1d ~ ID 22.06.2022

Valid ~ to 22.06.2022

Page 65 of 64


Appendix 4 -IRBSD: Summary of approval and licences

••• No.

Consolidated CoMent and AulI'Io.tZlUon (CC&A) No, CCA-NAV-240/22410479a did. 004.12.10 u008f r.ectlon 25 ofWalef (PII!MIfI(!on and Control of Pollution) ~I, 1974 and Section 21 of

Air (Pl"ele"llion a~ _ConIroI O! PoIluillonJ Ad. ~~1

2 FadOl'J licflme - RegIstration no. <lr.tn6960/2012 and Ucenle 110. 151~ aMe(! 01 .01.2012

J Registration in Wilt bridge C".alibnllion CenIIcadon No. & VIIIidIty ~.-vC ~ 44012 dated 06.05.2014 ~Iralion in WtIt bMgfI c..lbtatlon Cet1llcalion No. & Validity- Period. VC

4 tt.Jmber:0213901 dated 25.02.2017

5

6

Perrrusalol'l6-orn Pollution CorttoI Ba.ra t:lr 11'1$_1100 ofHMP:-No. MPCBIROTITR-1lI1030i34 dated 07.06.2014 ucer.e tom lhe InspectOrOfilCi"ones· No. V.a! i2·em (l)192OlIM-0292f329913 lIMed 16.07.2014

7 Petmisslon for Installation of25KVA, 4OKVA, l00KVA. 360 KVA OG Set

•

• iii

labour Llc.,... under Contnott labour (~vull1lon and Abolition) Act. 1170 and Contract liIbour (RJlgulation and Abolition) Contnoct Rul ... 1971 labour Ucense No. 'BRe IALClUC/46 (157)1iOO9 daled 21 .03.2016 Issued 10 IRB Sural Dahlsal Tol1wa)l PrMlO Umlted 'Laboul LJcense·NO. "'BRC IALCJLICI46 (122)i2009 c1atrd 10.03.2016 issued t~ MOdem Road Makers P~\9Ie Umited

t:iiiOtw l..JceMe No. B:·ALC (cH f46 (203Y20t7 -L. a.leeJ 02.01.2012 iss ued 10 IRB Sin! Dehisll Tohay ~~\8le I:.lmIlld l.aboor l..\cen5e No. ClRA/ALC1MUMBAU20191L-62 dated 6.03.2019 Issued 10 IRe SI.IIaI Dlillur Tolway Pri'4l0 Umked

1~lna Authority

EnWoomenlal EngIneer, GuJatal PoMutIon Cootrol Board

JOOt Direr.tor Industrial Safety and _ HeallhS~t~_

ok. hspec(or, legal MetmIogy

Olaf, BlllfTllr.ll ok. ~~tO;: legal Metrology

__ otIc«,~alghaf

RO. MPCa ThMe

DileGtcif~ .-.:I.safety & health. -~ hspector. hspection 0epaI\rnefII: -I . 1haIle

RegIonal Laboor Commissioner, V""""",

Reoiooal l...abcXir~lon8l . V_~

RegIonal ~ comm...\onet". ....... Regional L8bou' -Commissioner, .... '"

~lI'IIrk:s Valldhyl CUrnnutltus

Allpore Hot Mix Plant Valid up to 30.06.2025

AIIpote Hot Mix Piant ValkI up to 31.12.2021

AIlpora I-k:II Mix Plant Valid up 10 6.05.2022

ManoI HoI Mix Plant Valid up to 06.12.2021

Manor Hot Mix Plant Valdvp to 31.03.2024 - -- ..... - _. - - ..

MInOt Hot MIx Pllnl Valici up to 31 .12.2022

Manor Hot M"IX Plant Permanenl llcefIse

Vald '4' 10 13.05.2022

Valid up to 07.04.2022

V .. 1d up 10 01.07.2022


Page 56 of 64

strictly Private and Confidential

Appendix 5 - MVR: Summary of approval and licences

.,. No.

Oucriptfon of the permtta

Ucence No. CLRAlALCCHENNAV202(lt'L.1161 under the Contract LabolX (Regulalion and Abolition) ,~ct, 1971,_~ed 03.~"202::o.:' _____ _

2 Certificate for registration of DG Sets (40KVA and 125KVA no. 0312012-13)

Source: Investment M:lnager

Appendix 6 -IRBPA: Summary of approval and licences

1 .... lng Authority

Regional labour Commissioner

_iCent~L Cheonai Gowmment of Tamil Nadu. Electrical

Inspector. Salem

Validityl Current statu.



~-------~----------------------------------------------------.,. No.

I .... ng Authority , 1

De.:ttpdon of the pennlts Valldityl Current ttatus

labour Ucense for Contnet labours OITice of the Assisl, Labour 1

~ (l-II~"'20131~9:¥Pb (Sated 3I),08.2Il21 __ ~mlssioner, J?Iafld!'iar Valid up to 01.09.2022

2 Inspection Certificate, WIM at ~,....., Toll Plat'a Controller legal Metrology, Punjab. and R&ce.!E,t No. 95173. LMUR No.-37202173165, VC S nO.9120210373385 .__ Pathan_k_Cl.t

- 3- ki'Spectk),; certiflcate: SialiC Weigh Bridge at t.adPalwan To{ ':'l3Za PTK-Side- Controller t..egaI Metrology, Punjab,

~UR No' .E?.Q20?J.?27, VC S. L!9; 9120200371363 !..~~ Rece!pl No. 202.~~ ____ """'==~~P"'atha~ 4 Inspection Certll1cate, Sialic Weigh Bridge at Ladpaiwan Toll Plaza ASR Side Controller legal Metrology. Punjab.

lMUR No. 37202071327, VC S. no. 9120200371363 and Fee R~e!.~-,-200371345'--____ -=-...,...,....,- Palhanlc:~"',-""",o-= __ 5 inspection CertI/1cate, WIM at Waryam Nangal Toll Controller legal Metrology, Punjab,

~U~Cl. : ,,2§202!~!5QS8.$ S 1'IO.9~.?021Q?6.-L~ee Receip'~~548 ~s_~_

Valid Up 1014.06.2022

Valid up 10 25.11.2021

Valid up 10 25.1 1 .2021


6 hopection Certificate, Static Weigh Bridge at Waryam Nanga! Toll Plaza PTK Side Controller Legal Melrology, PUrJiab,

LMl!~ N<? .25202062518. V9!?: 1'10, 91202092§4074 _and Fee B!c~!p..t ~. 209~746 _~I!J,~tsa.r _ Valid up to 03.11.2021

7 Inspection Certificate, SIalic Weigh Bridge at Waryam Nangal Toll Plaza ASR Side Controiler legal Metrology. Punjab. UJlUR No. 26202062518, VC S. no. 9120200264074 and Fee Receipt No. 200262746 Amritsar

Valld up to 03.11.2021

Source: Investment M)nager

Page 67 of 64


Appendix 7 -IRBTA: Summary of approval and licences

Sr. Oucftption of the permits I-..Ing Authority Valldityl Current _tus

_No_" - -======-c.::---;;-:;:=~~:-;-;-=;;;cc:==",------------------

2

3

4

Principle employer registration - No. (labour License No.ALCNl46(L)l15812010-CL. dated1.6.1~.2010) ___ _ _ _~ ___ ._

License for Building & Other Construction actilJties No. (ALCNl42 (R)l150/2010fBOCW, dated 21.12.2010)

il"lSpection CerMcate for WIM installed at Nandagaon Toll Plaza

Inspection Certificate for Static Weigh Bridge at Nandagaon Toll Plaza (AmralJati Side)

5 Inspection Cer1ificate for Static Weigh Bridge at Nandagaon Toll Plaza (Nagpur Side)

Source: InVft$rm~nl M!lnager

Office the Regional Labour, Nagpur

Office the Regional Labour. Nagpur

Inspector, Legal Metrology, AmralJali

Inspector. Legal Metrology, Amrawtl

Inspector, Legal Metrology, Amravati

Valid up to 20,12.2021


Valid upto 26.06.2022

Valid upto 26.01.2022

Valid uplo 26.01.2022

Page 58 of 64

StrictJy Private and Confidential

Appendix 8 - IRBTC: Summary of approval and licences

." No, , 2 , ,

,

,

een,r.c.e 01 Princlflle tnyIOytf ~.lra1iOn laIxu Ucense b" l~ Labours LIIbooJr license lor Local Labovr1

LIcen$e lor Generalor more 11l11"l5 KVA (",*" 82.5 1(10IIII and 125 k-.)

InspectlO<1 Certificate IorWIM ins.l1IIled 31 GuIIaN Toll

(r.spectlon Certiicate forWlM Int~1ed III KarajMIWlhaIi Toll No. i 12(11eo:lS2;273 and 9120160352274 dcrted 16.03.2016

7 .iI) 01 No 01100 MT SiMic Weigh B,. ill Glalliu TOIl Plaza ~ Tumka. sm b) Ql.No 01100 M!.. SIIItic Weigh 1!...~_iII GlalalII Toll PIaU ~ ~.ide:

6 a) 01 No 01100 MT Static Weq. Bridge II K""19I111ha11y Toll P\a:(.,~ Tumka..de b) 01 No 01100 MT Stlllie VVeI{I! Bt\(jge. ~ Toll PIE. ~ .Ide

AnI. l.oou- Commrullxllr (CtntrlII). 8~ A'SI . Labc:u CommbSLOnef ccentral). I-lJbII

~$St. UIboI..r Commissioner (Central). B.8nglIIore

I) e~ irttpeclor, Tl,.IT\kur (l<.aI)ae .. 1IhaIII toI) b) Eleclrlcallnspeclor, ChitralUga (GU1aiu Toll)

c) Elecl riCallnspectar. ~ (Ptqer.I DIlce, ....,..,

... "I,Ian! ConIIOIer, legal"""roIogy DftparImoot. T...-nkur

Assl,tit Cont.au. of l.,. MetIdQgy.

Ctit~

..... Is .. Cor\ffoIIetofl.~. TIJftIIcUf

_ .!'ne lime pennissiOn Valid I4lIo 05.04.2022

VlIIid '"" 10 30.03.2022

a)VaIId up to 30.03..2022 D)VaIlcI up to 15.06.2021 (Applied tor Renew;JI)

c)VaIId up 10 29.os..2022

a)VlIIid up 10 15J19.2022 (4 Nos. Indiclll0r5 teslampk"o; w;rt done .. RepaIred 2 Nos

~resl~lng)

b)VaIId up 10 27.04.2022 (1 No. Indic3!Of {Sl.oo HIli} reslamplrog \0000I. dooe)

c)Vafid up to 16.12.2021 (5 Nos. Indicator res'-tlping 'MXIc doroe)

I .Vaild up 10 23.12.2021 (9 Nos ,l'IdtcaIors. and 1 No. Ir.dIc3Ior·2061.11ldet repair)

2.Valid up 10 09.09.2021 (2 Nos. indicators· 200 ~_ :2(9) ~ b" renewal)

V~ ~ 10 27.~.2022 yalid up !O . .!!-12.2021 Valid up 10 19.Q.3.2022 V.wd to 30.11.2021

Page 59 of 64

Stricti), Private and Confidential

Appendix 9 - IRBJD: Summary of approval and licences

." No,

1

2

ij ,

II

"

Deaerlptlon of the permlb .

labour Llcen.e under Contract Labour (Regulation and Abolition) Act, 1910 .~ ~f!act labo!-l~JRegulation and ~1I~.C?!'t~~tract Rul~s, 1971

l.aboYr License No,JP-46(ISJ)I2()I~C,d.ted OJ.10.2Q13

ProYitlol"\81 permlMion for energlzatlon of Installation (00) set/Captive power)

,!n~.!. R~ ~ & 47 It o~~!.n .~c~lty ~.!.~~~ Bar1d"ledaoChlndlai ToU Plaza Sonwa Toll ptai • . W1M~m- -

Inspeelion cenlflcate tor Barkheda --Chand!al Toll Plaza

mpeetion certikat& for Sonwa ToU Piau

Inspection Certificate lor Slatlc Weight Bridge at Ban.:heda-Chandlai Toll Plaza

Inspection Cenlficate kif Static Weight Bridge at Son'N8 Toll Plaza

IlMllng Authority

Recjjionallabour Commissioner (CenlralLJaipur

~r.E\ectrical 1ns.~lor, • .Qipur Sf. Electrical mpector. Jaipur

Weigh and Measure Depanment, • .hIipur

Weigh and Measure Department, Tonk

Weigh and Measure Department, Jaipur

Weigh and Measure Department, Tonk

Valldltyl Cunent ttatus

Valid ~ 10 02.10.2021 (ApPlied for I8newa~

Valid u~~o 31.03.202<1 Valid up 10 31.03.202<1

Stamping Certltcate renewed !!pto 17.01.2022

Stamping Certificate JeneWed upto 17.02.2022

I.Stamping ofWBE 44· Renewed uplo 17.01.2022

2. Stamping Certitcate for WBe 47 (Tonk Side) Renewed ~~o_!7 .01 .2022

Stamping ofWBE 45 (Jalpur Side) & WBE 46 ( Tonk Skie): Valid up to 24.06.2022.

Applied tor renewal.

Page SO of 64


Appendbc 10: Summary of Ongoing litigations (1/4)

Sr. No

2

3

Spy.

IRBSe

IRBSO

... .. ,

Public; inle«;St

Utlgal loo (Pl.)

IRBSO Arbltra\iorl 'Nilh NHAI

Soutce: /nv. stmenl Msnltgflf"

Pending Sew..

8omba~ High eo...

Backomund M UJt. QJl;, 1. M(. Vaunlral HaoiIaI GoNI and Mr. Vi~ VaWllral Gohil (Ille ·Plalntilb1 rta ... tied a special oN ,00 beb'e tile Cowl d 11'0& CI\I Judge (Senior DiI.Ialon) /II Vanl. agalnsli.he Sponaor. cenain drectOlfl of the Spon$Of &nd IRS SI.Ot OahIsar Tollway P\t. Ud. The Ptalntlts haloll alleged I~ on 06 Jan 20". certain employees of ille SpoIlSO( acted 'oIoIen11y and /otc.ef\J11y Itoith them "'"'" they could rIOt proo.IGe /I money eh'n;e al lhe loll plaza al ~ T3Iuka Vasal. The PIainl~ na.. aIIeg«Iln.t tMy _~. lhTWIened and beolt11 by u.. employees d the SpoIl5Of v.hIcto resulted In seftOtlS Illiwies. lM Plaiinlifb hNI s(ll..9ht a dirt«ion II'IaI !.he SJ)OIl$Ol' anclll, di!eCtOlS be dItec1ed JO pII'f lhe medical expenses of Rs. O.S miHlOI\ ~ by the Plalrrtio1s alCO'lg """h damagu 01 Ri. 60 Mn oMth inltfeSl The PIa1nfi1s r.- alto tougM /I clil8Cllon ttIm \he COJIl re<l"'M9 \he SponsOf and the dlrectO($ I t)

disclose on oath. thek" tespedl\e m~ and ImmCNlbk property and 10 record chatp6 d Rs. SO.S Mn 0'>eI" such propeIty WIlli the decfet81 emoont ir; peIcl The PIaII'IlIIs I'IIIoe tied 11\ appIica!lOn lot IIOCIIr'Ig IRBSD as a neoa.sary pM~ In the s tJ! . The IR8SD. Its drecl~ and emplDyaes ... Ned IheIf ~ In 11'18 matlet, The CI\Al JucIQe (Senior Oills)()n)

at Vaal has ~ Its ~I dated 1KI.uy 2010 dI*fed tho tMpotIdenta Jolnn,. and s e-etaly to ~ lb. O.S Mn -..th ltIIeresl at It. tale of9'llo p.~ 10 \lie Plaintlfb. ld.mm ~ ~O has ftIed 'MIl peli1iot1 in 8 0tt111eY Hign CW1 challenging tile ~en4 OJ !he Vasel COJrt dated 00.uy 2019. The mat1 tf IS penclinp. Blckarouocl rd lilt ta.a; .fonmy ~ arc:t fmlher (11'1t ·Peti11orlaB1 ~ fIitd. public IIlIefe$t ~I9a'-10!l bebr1I the High Cowl d Botrobay .nsttl'le MoRTH. """'I. 1R8SD aNl ldell Ro&cI 8~ Pril8le U mit&CI and oe<taln OIhe~

(the -Re!porOenti'). The Pe1MIoner.s '- inlet alia allagecI that eo!I'ImtIIeI$ ate tacltlg fIIn1sNp ancIlnc<lIl-.etlieoce dt.Oe

\0 Illite 8( V~O\oII; Creek btId\Ie and II\tIt IRBSO !\as denied Ms outy 10 bulle! a IWN bridge on Varw.a O"eek. ard 11M sought inl:ftI' alia. ttiat MoR TH be ~ed 10 take aleps lor the consllUCtlon Of a tNn:! twIdge on Va~O\o8 ~ I!II'Id thai 811 \ehIcIas ttlIIeWng from KhariWade lor on NH--e and GI\Odbo.JtW:Iet RoacIIOII on lhe stata highway be extfllT'4)l from loll till lhe completion d MId new bndge. IRIISO an(! I(IeaI Road 8 11i1dets Plhele Umlted are ylll to file. their respectl\e repjles In 11V! mailer.

Background

consl&tng d ~ of R6 168 Mn on account r:J ~ r:J P"""'um ck.wIng the ~ _ AuguIIt 2016 10 (sutnequently NWoI hM te'olsed

Arbitration lis claim 10 Ra 7S'.6 Mn plus eppIltabie inleteSl. IRSSO IWIS lubmilled. COIKlIer clam of Rs 2.048.5 Mrl). ~.

TriDUl1ai fRa SD respondad to \he demand r:J NHAI alatJ-og lhat no 8dcItlonaI fee beyond 'RealIsable Fee' I..,. Include ... that lhe Conceuionaim ltas not been IIbIe to!WIiM ater eM! ~ arlCI be$t e!Ior\s. IRBSO Imoked ~ ~ arod appointed Shri A 8 Desai. CUTT! nI S tlSU'i The mJt\er has been seWed ~ eoncl lltlon.....,1'1 PflAl

Amount In'lOl .... d (l NR MIllion)

, ..

751.6

Page 61 orM

Strictly Pri .... ate and Confidential

AppendIx 10: Summary of OngoIng Litigations (214)

Sr. No SPY.

• IRBSD

5 IRBSD

, MYR

1 IIVR

.... ,

CMlliligaHon (Wril Petition)

Pending Before

NA

COIlSlslWlg 0( Mr. S. S. Aga,.."..' (presiding Atb/Ir.ttcw). 1.1,. M. K. Agarwal. and MI. A 8 Desai. The Conces~ ~I ~ Coneesslonalte ~R8S0) 10 6e$1gn optimaII)' at. pet specdlcatiooi. Ac.tofdIogly. Concesslcn.lk"ll had ~,§IIled tile tong!tW'if'oll dtairos 10 uny peak 1\ouJ1, Rft.OII. HtncIo. Indieathe Typie.al cross section shoort ooo.ered draillG. When Contenloolire lied 1\Ib'Mltd Ills 6es1gn to ~ Engitle&f. lheIe _ no comments. Heoce, CoocusIco8ire toIUIWC;led 11M c!/airI$ In attoroante ~tIIIM 1«/WIIeaI.~. S\tls~. ~ Engineer I NKA.I claimed lhat pro.ision of U/Ihen ~ In leu of to\o8f'ed mains (RCC type as Inle:q:reled by

IndepeMoenI Engirlee1) ~1e4 10 fW9ali1oe ~ 01 Stope.. ThIs hu been cisptAi2d and maner Is bd:!te lile A.rbII.raI Trlbunal. The artImItnbunalhM "'den. m.;oril)' a-udaltec!I 'Au; 201' . • ,ed!he ~ of ~ EngiIIeeI" I ~l NtW had lied Ihe WIll ptGIion In 0t!hI High CoUll challenging IJ\e llftlllration _~. CUmlnt s,_ The l1'l8I1 ..... beeq "Ulftd undef oonc~ v.iUI NfoW. IlackqrouoA gJ IhJ. tOUl.O. IRBSO lias ttceNd celtaln notlcef; tom NHAI iIIeging Ilion ~ of re..enue share (annual tlak QO\IIlt) lor tile petIor:I ~ !he yUII 2009 alId 2013 and K per the liIIIIJSI 1'lOt~ ill payment of Rs. 328.91 million _ ~ from 1ft8.S0. S~ty. an UU:$S1"!"Itft WIIS c.an'ie<I ~ t¥ an independenI engineer iJC)pOillled by Nt-W n the '!abl~ oIIR8S0 was 1$.essed IG lhe btent of Rs . 1I .• n ~1Ion. ~ IRBSD has paid such amount ~ pIOtesi. It lias lmoIIed conc~laliofl ptCCoeairog' !of an amlc::ilbIe .ememMI liIIdef the re!e\Elni pnr.(ciooa 0I1he c:once!;.1on ~ entMCIlntG I:lefWoet\ ~SD anCI N'KAJ. CYRlO! sglN!; The"""'er has beeo aenled utIdet conciliation ""'11"1 NHAI.

Background JZI.lbtQll; CertaIn ~ In Silem (ltle 'Pe\itIoneI$,) lIN "ed 25 ri prl~IGIIS befGre IJ\e Higl"l COurt 01 Madia. aoaI",1 MVR end GI~ {coIeIC\heIV 1M "Respct"odentl1 tIog1ng [1"10 legality 01 act of c:GIIec[lng entty he aI

Itlt.-ed 18103 tom college buses. The PeI"itJotIm rille sCU9hl 11"10 o"ncllons apns! Respondents to CGllec11ll1t!y fee at IGII pIala bf educ:aticIo\aI Ir4tilulloo o,ehic: les at pat will"lll"lal oI . chcoI Mes. An Ctder __ p.used by tile HIgI"I COurt of MadIas. ¥INch 10010; IlliG QOIISidenoOOn..-lous patitiOrll ~Ied .nS\ MVR teQemlng \hi aboo,e mentioned Issue and held thai the ~ed rates "fIIilf8 only appIic.abIe 10 .thooI Met tarrying sehool 1S1~\s and nG1: 10 coIlege buses. 1-k:Me'Ier. the Hi~ Cour1 GI' Maodras paued en 0t0e1 gtarllirog In netlm IStay and 1)I'"d~ MVR IG collect entry 100 tom Ihe coIege bus.es Gftlle Pttll'00ner5 al parWlU'I the ",lei appl~1>1e IG sehOol l>uMl. The mailer is cLIJn!nlly pending. CUrrent SliM; The matter I, curranlly pelldlng.

Backaround Qf III IO:l.Il< MVR had In itialed a~lion proetedlnga agaln5! NHAI beft:lre IN Arbitration Tribunal

Consls~ng of Dr. Arij"lt Pu.yat (Pruiding ArbiI/atCII) Mr. S. S. Agatwal end Mr. N;to.\n Kumar !of its cleim IG the tune d Rs. 51 .4 Mn (li)'ll4rd$ poslt~ Change r:A ISCI)ptI foI conslruction of additional anTI o! ilylllel) and Rs. 2.6 Mn (negatile Ch<wlge r:A Scope 00 accoun( 01 deletion 01 1911urne pipe CuillCrtlS). The conciliation meeting be~n NHAI al'ld MVR meeliog was concluded. As NHAI <SkI 00\ responded 011 the matter. MVR lmoked AJbittallon proc:eed1ng. ilQiIIlnSl NHAl

MVR had lubrrntted Its statem.nt 01 c:l111I\$ .rll$t NHAI. NK'l1 had ftled Itl counlt( claim.

C!! tIJ.'Wipj The matI .. i, ~ pendIn!i.

AmounllnvolvU (INA. Million)

, ..

Nol quanUfted

".0

Page 62 of 64

StricUy Private and Confidential

Appendix 10: Summary of OngoIng Litigations 1314)

S,. NIl SPV. .. ...

10 IIUWA Artlltnlilan wllh NHAI

" I_A

" ",."

Sourre: Inveslmell' Manager

A Y 2(111.12. 1ht matter pertIIIn$ to ~Ion on lICJC:ount 1lI.-npuIIIIion oIlOll!l Te<m Capital GaIn$ ufs 50C and DI~ 01 ~Ion. Assessing Ok« hal aI$O IoIied Wennt lJI~ 23018 lOCI 2340 cllTA 19G1. Howew. MVR doeo$ nat ~ 1M Mws • ...",... ....:I QOnI~ of the AMosIing 0Ikef...., tIM foIe<I 81'1 "IIP'lai ag;WI$l tM atdef an 1. MW 2014. !.IVR aII.o c:uIIends thalli _....oo.d ... dedo.oetion I/IS IIO-IA. buI 00 such ~Ioo _ allowed OJ \he

-"""'. \dImJ:d SlISIIG ~ to 1M ~ 01 ~Iao: (AwoIolh),.. "'"" II.cI .,.., ~ Ofdef tOO the _ Is

-""",

8tSlIQ!pyDd, Qf lit. (,Ia; ftBPA hM InIUMd -"IInrIIIon pnIOMcIIlp .,..., tflo\I ~ AItIU.aan TrtIuIII consismg 01 Mr. All P~,,*, ~ AItIiI*Of). MI. S S~& .... ,..., Ku .... n. cIIim Ie b sum cllb:. 2522.5 MIl a'Id utfruIon III (:OII(loN.Ilon peoIooJby 5'$ ..., • . IRBPA ~'ed toNHAt.., exIend tt. ~ peOOd OJ 51a day'$. loS _lhM ~.,.~ 0111 .... 0151$ fUys b~1oo III~ ...... .., u... ~s nO! alttIIl\dable.., the tR6$>A..IR8PA lnooIted wtJtntlan~ Iflo\l NI-W had ~ed UM daIm oIIR.9PA. IR8PA hIOd atbnlItIed"5 daim on ICQOunI 01 Ion .. aod ~14Od NI-W ... appoInI_ 01 oU>w AItIilIatgr. HoW hid I'IIfuHII In. ~t lor "WQInImani 01

~gr. ~ .. \lit pRlIblon. of Concuslon ~ RaPA ~ r.s.n roaa corogres • .., IPIIOint OIIIJI\l1IIor an ~ ofNl'v.l ~""'*'1tt. 01\ NI1o'INd ....... ed' .... NI'IIn Kum •• IIIIIl\ItIlI31gr. ~ IiMlIiI;. llot HorI'\IN A1MrJI T!'obulaI ~......-- A.-d 01\ .u,. 13. '2021 In ~ oI1!>AlRl. aocI Pled at_IOn In ~ ptf\od by 51$ u,s" ~Ioo 01 IV. '52.251 Cr

BleMJ$IYlId CUb I<lJ!I.; IRBPA Moo init~ MIlracioo pIOCeeIio9' ;Jg3IMt NHo\I MlltI3tlan t\b.r\aI cooskli 01 01'. MI II N Singh (P .. ~ ~ "". V I(. ~ & ... """"" K_IiOI. _ 01 Rs. '275 MIl (CI\WIgtI 01 Sccpe) and RI. 221 .42 Mn low&rdI MInIng Dan. IR6PA". ,ubmllled II dai'mol on ~ oI~ III ScopI...oo: lIXecuiod by II. ~ 01 Scope of RI. 145 Mn has bgen ~ by NW<I<IRd ~ amount I& ..... ~. BOIIl 1M Panloes tw.e ~lbni!Ied Dnlwlan n den1iI v.IIh Iftpeci 10 s~ of cIiIms.

I e:npIDvtn CIDf'oIribJtictIs aocI ~_. ~

~ .., be plki by fUlPA.. ... ~1 ~y M lIM! ~. undM Seaion <I ""'" ""'" Sedion »of the £lIIpI<1,rea' 5' •• hliur.ll1C4l Act., '948. F..., ...... ESIC has '*" cltft:tMlIRIIPA,e _ cause 85 1O\OI>v tlleassessmenl of .. _ of Ro. 5.1:1 MIl t.....nls conIrbJllonI payabko In _peel of ,lie ~ ~ no! ~ ~ t'om RBPA.. RePA haa 1'l!pIIed,0 the aforemenIIDned notb. Cy!f!nI SteNt; No utilei' communIcaI1on hati been rece11ec1ln lNI !'!!I!'!l Blckqrpynil CU tilt. BH.; Due,o a<l:lpute en 1M deferred ~ caIcINIIon 0( IN pnr.Ious yen ~ Ihe- ftllt: II1d the 1+VI~ I,... COI>CN.sIonalnl has tied .. appNI vMh ,he-~ ~ Coon of Deti lor RKOfo.ollol> 19IinIt1llo NKo'Ifs doemIrld oI~CCI ~ ofRs. le9.a Mn In ~ a'Id ..... , on II. A3 per 1110 .-.terlm ordefof!/le 0Ns;0n

etnch 01 Hooor:tblo H"5jI'I Cowl. MlI'I<Ir;wra!s!rom EsavwAcc<ull acw nat perrntned!!ll tNI MIeIIII ,t. _I!I.~.

0eIN High Coull tl'lll matterb I01der ~ wilh the ~ ~ C<uI .NtWIled a pMilIon on~ 26. 2021 tlNralhe HoII'lIIeOe!N H'9'I Coull tg lnI'kale a conttmpt procMdng ag,aInsl tIIII ~ conll!:mnor IiOI NIt.oIIy aIId ~ disobeying tile on)ef

daled OeoImbeI" 19. 2019 011,... Han'fIIe DolIN Hgh CW1 pUSed In the FAO (OS) (Ctlmm) no. 31W2n19 puIIklg 1!Ilt'*JlO en the open;aUon oIlhe Escrow AccouoI Cu!!!nl SteliJ" TM.mallor Is CurrenI!y perdng.

Amount InYOtv.d

~Nft. MIllIon}

"

2,522.5

, ..

"'-Page 63 of 64


Appendix 10: Summary of Ongoing UtJgal10ns (414)

Sr. No SPY, ..... ,

13 JRBJO Criminal litigation

IRBJD

15 IRBJD

CI"oII Utlgatlon (Writ Petition)

Cr,l1 lili9BtiOn ('IoInt PelitlonJ

16 lRBJO Direc1 Tax Matters

17 10M Indirect Tao: Matters

Sootee; Investment MlHlagltf

NA

CIT IA)

Backgrpynd gf IbI aa.; Praoeep Sogani, Sharif. La! Shalma and certain others {collecli\ely the "Complainantslha1e lodged '0 ~l'St inbn'nalion reports against v,rerdr.J Mat1lskilr. Managing Director. IRS ~tasllldure De\etopeB lirMed. Vr.ek Chouhan (tho pl'ojeet D\3I\3geI' III'CI the aIJ1.horised sigoalory d the Sponsor) and certain othef5 (coIecll\ely the

Amount Irwolwd

ONR MlliiofIl

"ACcused") with Ihe C'naksu Police Slation. The abresald ~r:stlnbm&tion repotIs were lodged on the alleged grouncIlhaIt No! quamted there was d91ay in the release 01 payments on the part 01 the Accused t~ the purchase 011E1rious materials 110m the CompIaiDa'll5. CH(llIpt SpUvsj The matter Is CU"TeI"IIly eerdng. Background ,Qf U!I aa; Jagamalh lW\ersity (the 'Petitioner') had 'led a wi1 petition before th& RaJasthan High CouIt agalnet the pDlject D\¥Iaget 01 RBJO and eenain othen. (the -Respot'ldel"K1 seeking thai too Res~ bt'J dJeded 10 Issue monthly pau to the bvIIesI <oeNe1&s oIlhe Petll~ lor 11'181011196 01 R£. 21~ pet month as per the notJicatlon dal;ed

8 April 2013 and a.'ty 0111« apprQP'iale roIeI ln fa'oOUI' of the Petitioner 'MIlch the 00UI1 deefns Itt. The said relief has been .ought on the eIIeged groo.n:I$ thai the RespondMta had preIAousIy issued a monttiy pass at a ~ denomination wilhout !akin; Into CO"IIIder8tIon the ~aI nalute 01 the \oElhic:I&s. 01 !he Petitioner. v.t-ich was In \ioIa!ioo 01 Clause 3 oIlhe notJk:at\on d81:ed 8 April 2013. FHtthef. Ille PelitlMef has also MOO a stay application bebfe \he Ra;asthan HIgh Court s_ino that duMg the penOonc)o 01 the v.rit pelklot\ th6 RespoodefU be diA!C1ed 10 pemWt (he -.ehicles olthe PelWoner on \he toll free of Rs. 215 pel t'I'IOI'th- The J)l'qed manager ot tRBJO has 61ed its reply denying the awllTlOOl& made by 1M PetRioroer CHUlA' S1l'1fS The matter is eUtTetlltv perdng. Sackqrgynd Qlll1!. a&.i Gi~ Ial JaI '*' flied v.rit petl!1on againsllRB Jaltu DeoIi Tollway N. ltd. ar.d others 11'1 ~than H gh eo..rt.. JalPI,I' SIt'Ch. vJth respect 10 Ille NatIonal Highway 12 (Ja!pur - TOI1I - DeoO seeUon). prayil'lg thaI lirec\ioos 10 be gil«! to Ie:Sponde1ns to take stem aetiotI in II'.e mattet 01 retJl()I,Qj ol l~ barIicades in !he oJlages ~pld. Char Mod. ~ and B~. 10 do ...... ry .1'151 tr.e ~ 'Mlo I'0Ioe ~ irr.ol\ed in installing tOO said NIe9aI balletS. lie.

r,w., Dec 2019 b' A Y 2012·13. The metter peJtair\s to acki11Ct'1 on ~t of inlerest undef sectioo 56 01 ITA 1961 uoder Income tom Olhef w...ees. Assessing OfIoer has also I8'Aed k'llere:st HIs 244A and 2340 01 ITA 1961 Mel has initiated peMIy ptOCeIIjng:s ws.271(1)(e) of ITA 1961. Howe-.er. lR8JD does DOC aocepI the ~. inlfltl9S and contentions 01 the As$e:ssing 0III0ef and has filed ao appeal .wI the 0I'CIef on 27 JarI 2tl20. ey,,!", SIiUlIIj CIT AepeaI on:tef reoeMcI tnlne fa\ctIr o1tne c:ompany. lheIe is one Irdrect lex fl!1?C!!:!(f!!'!9 pendlr,g !Q!in!1 !OM, ....wen II'fICIo,e$ an aggregaIB amcu-rt 01 Rs. 9.37 Mn

«End of Report»

Not quantlled

Not quantified

27.2

Page 64 of 64

IRB InvIT Trust and IRB Infrastructure Private Limited

Review Opinion Report on the Registered Valuer’s Valuation Report for Internal Assessment

($ bakertilly CFAS-2/MUM/2022/006

The Board of Directors, IRB InvlT Fund (IDBI Trusteeship Services Limited acting on behalf of the Trust) IRB Complex. Chandivali Farm. Chandivali Village. Andheri (East). Mumbai - 400 072


23'· October 2021

Baker Tilly DHC Business Private Limited Corporate Office: WConstantia·, B Wing, 7th Floor, 11 Or. U . N. Brahmachari Street, KOlkata-700 017 Registered office: Devarati. 1 st Floor, 8 Dr Rajendra Road. Kolkata-700 020 CIN: U7290OWB1996PTC081278

The Board of Directors, The Investment Manager, IRB Infrastructure Private Limited 3"' Floor. IRB Complex. Chandivali Farm. Chandivali Village. Andheri (East). Mumbai - 400 072

Sub: Review opinion on the valuation report for Internal Assessment

Dear Sirs / Madams.

We. Baker Tilly DHC Business Private Limited ("BTDHC" or "we") have been appointed by by IRB Infrastructure Private Limited ("the Investment Manager" or "IRBIM"), acting as the investment manager for IRB InvlT Fund ("the Trust" or "lnvIT"), and lOBI Trusteeship Services Limited ("the Trustee") acting as the trustee for the Trust, for the purpose as detailed out in this letter ("Engagement").

Background

IRB Infrastructure Developers Limited (the "Sponsor") has set up IRB InvlT Fund as an irrevocable trust under the Indian Trusts Act. 1882. and registered the Trust with the Securities and Exchange Board of India ("SEBI") as an infrastructure investment trust under the Securities and Exchange Board of India (Infrastructure Investment Trusts) Regulations. 2014. as amended ("SEBI InvlT Regulations"). The investment manager of the Trust is IRB Infrastructure Private Limited (the 'Investment Manager" or "IRBIM"). which is a wholly-owned subsidiary of the Sponsor.

IRB InvlT Fund has acquired the following seven road projects from the Sponsor (together referred to as "SPVs"):

Sr. No. Name of the SPVs

2

3

4

5 6

IDAA Infrastructure Limited

IRB Surat Dahisar Tollway Limited .. _ MVR Infrastructure & Tollways Limited --IRB Pathankot Amritsar Toll Road Limited

1~~Taleg~on Amravati Tollway L..,im-,-it,-ed ___ _ _ _ IRB Tumkur ChitradurQa T.0I_I""ay Limited

7 IRB Jaipur Deoli Tollway Limited

Page 2 of 8 Continuation Sheet

«; bakertilly Strictly Private and Confidential

Scope and Purpose of the Review Opinion

As per the requirements of the SEBI InvlT Regulations, a half yearly valuation of the assets of the InvlT shall be conducted by the valuer for the half-year ending 30th September for a publicly offered InvlT. In this regard, the Trust and the Investment Manager have appointed Mr. S. Sundararaman, bearing IBBI registration number IBBIIRV/06/2018/10238 (the "Valuer") to perform Fair Enterprise Valuation (the "Valuation") of the SPVs as on 30th September 2021 as per the SEBI InvlT Regulations. The Valuer had provided his Fair Enterprise Valuation of the SPVs as at 30th September 2021 vide his valuation report dated 22"" October 2021 (the "Valuation Report") to the Investment Manager and the Trust.

In this regard, the Investment Manager and the Trust, for their internal evaluation, has requested BTDHC:

1. To undertake an independent valuation of the SPVs; 2. To review the Valu<ltion Report prepared by the Valuer; and 3. Provide a Review Opinion on:

a. Whether the Valuation of SPVs, as conducted by the Valuer is reasonable; and b. Whether the Valuation Report of the Valuer is in compliance with requirements of the SEBI

I nvlT Regulations.

This Review Opinion Report ("Review Opinion") is only for the internal evaluation of the Board of Directors of the Investment Manager and the Trust. This Review Opinion is not prepared for any statutory compliance or requirements of the SEBllnvlT Regulations or any other laws nor can be used for the purpose other than those mentioned in this Review Opinion.

This Review Opinion is subject to the scope, assumptions, exclusions, limitations and disclaimers detailed hereinafter. As such, the report is to be read in totality, and not in parts, in conjunction with the relevant documents referred to therein. This Review Opinion is our deliverable in respect of our Engagement.

Sources of Information

For the purpose of undertaking this exercise, we have relied on the following sources of information provided by the management and representatives of the Investment Manager and the Trust ("Management"):

1. Valuation Report dated 22"· October 2021 prepared and submitted by the Valuer to the Management;

2. Unaudited provisional financial statements of the SPVs as on 30th September 2021;

3. Projected financial information for the remaining project life for each of the SPVs;

4. Toll Revenue And O&M Cost Projection Report prepared by Mis GMD Consultants for all the SPVs;

5. Details of brought forward losses and MAT credit (as per Income Tax Act, 1961) of the SPVs as at 31" March 2020;

6. Details of Written Down Value (WDV) (as per Income Tax Act, 1961) of assets as at 31 st March 2020;

7. Concession Agreement of each of the SPVs with NHAI;

8. Operation & Maintenance Work Order for each of the SPVs with the Sponsor dated 27th May 2019;

9. List of licenses I approvals, details of tax litigations, civil proceeding and arbitrations of the SPVs;

10. Details of projected Repairs and Capital Expenditure (Capex);

11. As represented to us by the Investment Manager, there are no changes in the shareholding pattern of the SPVs from 30" September 2021 to the date of issuance of this Review Opinion;

12. Management Representation Letter by the Investment Manager dated 21" October 2021 ;


«; bakertiUy Strictly Private and Confidential

13. Relevant data and infonnation about the SPVs provided to us by the Investment Manager either in written or oral fonn or in the form of soft copy;

14. Infonnation provided by leading database sources, market research reports and other published data.

15. The information provided to BTDHC included forecasts/projections, other statements and assumptions about future matters like forward-looking financial infonnation prepared by the Management. The forecasts and projections as supplied to us are based upon assumptions about events and circumstances which have not occurred . We have not tested individual assumptions or attempted to substantiate the veracity or integrity of such assumptions in relation to the forwardlooking financial information, however, we have made sufficient enquiries to satisfy ourselves that such information has been prepared on a reasonable basis. Notwithstanding any1hing above, BTDHC cannot provide any assurance that the forward looking financial information will be representative of the results which will actually be achieved during the forecast period.

16. We have prepared this Review Opinion from information supplied by and from discussions with the Management. We have not verified the accuracy, reliability and competence of the infonnation supplied; the procedures that we used to perfonn the work did not constitute an audit or review made under any generally accepted accounting standard.

Procedures Adopted

In connection with this Review Opinion, we have obtained the Valuation Report and held conversations with the Management about the methodologies and assumptions underlying the valuation analysis. In connection with this exercise, we have adopted the following procedures for providing our Review Opinion:

1. Requested and received financial and qualitative information relating to the SPVs;

2. Obtained the Valuation Report from the Management;

3. Obtained and analyzed data available in public domain, as considered relevant by us;

4. Discussions with the Management on: Understanding of the businesses of SPVs - business and fundamental factors that affect its income-generating capacity including strengths, weaknesses, opportunities and threats analysis and historical and expected financial performance;

5. Undertook industry analysis: Research of publicly available market data including economic factors and industry trends that may impact the Valuation; and analysis of key trends and valuation multiples of comparable companies/comparable transactions, if any, using proprietary databases subscribed by us;

6. Selection of internationally accepted valuation approach and valuation methodology/(ies), in accordance with the requirements, as considered appropriate and relevant by us and arriving at a range of Fair Enterprise Values of the SPVs.

We do not carry out any validation procedures or due diligence with respect to the information provided/ ex1racted or canry out any verification of the assets or comment on the achievability and reasonableness of the assumptions underlying the financial forecasts, except for satisfying ourselves to the ex1ent possible that they are consistent with other information provided to us in the course of this Engagement.


(9 bakertilly Strictly Private and Confidential

Assumptions, Qualifications and Exclusions & Limitations

a. Assumptions and Reliance:

In performing its analyses and rendering this Review Opinion, BTDHC, with the Trust's consent: • Relied upon the accuracy, completeness, and fair presentation of all information, data, advice,

opinions and representations obtained from public sources, or provided to it from private sources, including the Management, and did not independently verify such information;

• Assumed that any estimates, evaluations, forecasts and projections furnished to BTDHC were reasonably prepared and based upon the best currently available information and good faith judgment of the Management, and BTDHC expresses no opinion with respect to such projections or the underlying assumptions;

• Assumed that the information provided, and representations made by the Management regarding the SPVs and the Trust are substantially accurate;

• Assumed that there has been no material change in the information provided regarding the SPVs since 30th September 2021 till date of this Review Opinion, and that there is no information or facts that would make the information reviewed by BTDHC incomplete or misleading .

To the ex1ent that any of the foregoing assumptions or any of the facts on which this Review Opinion is based prove to be untrue in any material respect, this Review Opinion cannot and should not be relied upon. Furthermore, in BTDHC's analysis and in connection with the preparation of the Review Opinion, BTDHC has made numerous assumptions with respect to industry performance, general business, market & economic conditions and other matters, many of which are beyond the control of any party.

b. Qualifications:

The analysis is qualified by the following: • BTDHC has prepared the Review Opinion effective as of the date hereof. This Review Opinion is

necessarily based upon on financial, economic, monetary, market and other conditions as in effect on, and the information made available to BTDHC or used by BTDHC up to the date hereof. Subsequent developments in the aforementioned conditions may affect this ReView Opinion and the assumptions & analysis made for providing this Review Opinion, and BTDHC shall not be obliged to update, revise or reaffirm this Review Opinion if information provided to BTDHC changes.

• BTDHC did not evaluate the SPVs' and/or Trust's solvency or conduct an independent appraisal of any specific assets or liabilities (contingent or otherwise) .

• This Review Opinion should not be construed as a credit rating, solvency opinion, a fairness opinion, an analysis of the Trust's / SPVs' credit worthiness, tax advice, regulatory advice or an accounting advice. BTDHC has not made, and assumes no responsibility to make, any representation, or render any opinion, as to any legal, tax or accounting matter. Accordingly BTDHC does not assume any responsibility or liability in respect thereof.

• The work performed by BTDHC was performed in accordance with instructions provided by the Management and was performed exclusively for the Management's use only.

• This Review Opinion is not statutorily mandated under the Companies Act, 2013 ("Companies Act"), the Companies (Registered Valuers and Valuation Rules, 2018) ("Rules") as per any other rules, regulations, standards, bye-laws, ordinance, notifications issued pursuant to such Act or Rules or under the SEBI InviT Regulations or any other regulations under SEBI Act, 1992 ("SEBI Act"). Accordingly, our Review Opinion Report does not constitute nor can be construed as a valuation carried out by a registered valuer in accordance with such Companies Act or Rules or SEBI Act or as per any rules, regulations, standards, bye-laws, ordinance, notifications issued pursuant to such

. Companies Act or Rules or SEBI Act and any such use of this Review Opinion is not permitted.

Page50f8 Continuation Sheet

«; bakertiUy Strictly Private and Confidential

c. Exclusions & Limitations: • This Review Opinion is furnished to the Management in connection with its consideration of the

Valuation report prepared by the Valuer. It is not intended to, and does not, confer any rights or remedies upon any other person, and is not intended to be used, and may not be used, by any other person or for any other purpose, without BTDHC's consent.

• Providing review opinion on a valuation report is not a precise science and the conclusions arrived at in many cases will, of necessity, be subjective and dependent on Ihe exercise of individual judgement. In the ultimate analysis, our opinion will have to be tempered by the exercise of judicious discretion and judgment taking into accounts all the relevant factors. There is, therefore, no indispulable single value.

• With respect to explanations and information sought from the Management, we have been given to understand by the Management that they have not omitted any relevant and material factors about the SPVs and that they have checked the relevance or materiality of any specific information to the present exercise with us in case of any doubt. Our conclusion is based on the information given on behalf of the SPVs. The Management has indicated to us that they have understood that any omissions, inaccuracies or misstatements may materially affect our Review Opinion.

• BTDHC assumes that the SPVs comply fully with the relevant laws and regulations applicable in all its areas of operations, and that the SPVs will be managed in a competent and responsible manner. Our Review Opinion assumes that the assets and liabilities of the SPVs, reflected in their respective latest balance sheels remain intact as of the date hereof.

• This Review Opinion is not a substitute for the third party's own due diligence! appraisal! enquiries! independent advice that the third party should undertake for his purpose.

• This Review Opinion: (i) does not address the merits of the underlying business decision to enter into any transaction

with the Trust; (ii) is not a recommendation as to how the Unit holders of the Trust should vote or acl with

respect to any matters relating to the Trust; (iii) should not be construed as creating any fiduciary duty on the part of BTDHC to any party; (iv) does not indicate Ihe Value at which the Units may be transacted either in the market or

otherwise at any point in time in Ihe present or in the future; instead, it merely states whether the Valuation concluded by the Valuer is within the range of our financial analysis.

• The fee for this Review Opinion is not contingent upon the nature of opinion provided herein. • This Review Opinion should not be construed as investment advice; specifically, BTDHC does not

express any opinion on the suitability or otherwise of entering into any financial or other transaction with the Investment Manager, the Trust or the SPVs.

• This Review Opinion is solely that of BTDHC, and BTDHC's liability in connection with this Review Opinion shall be limited in accordance with the terms set forth in the engagement letter between BTDHC and the Trust dated 28th September 2021 (the "Engagement Letter").

• The use and disclosure of this Review Opinion is strictly limited, as laid out in the Engagement Letter.


«; bakertilly Strictly Private and Confidential

Conclusion

Based on our independent calculation and on consideration of all the relevant factors and circumstances including aforementioned assumptions and limitations:

• We believe that the fair enterprise values of the SPVs as recommended by the Valuer in his Valuation Report is reasonable in our opinion; and

• We are of the opin ion that the Valuation report prepared by the Valuer is in compliance with the requirements of SEBI InvlT regulations.

Yours sincerely.


Baker Tilly DHC Business Private Limited Corporate Office: “Constantia”, B Wing, 7th Floor, 11 Dr. U. N. Brahmachari Street, Kolkata-700 017 Registered office: Devarati, 1st Floor, 8 Dr Rajendra Road, Kolkata-700 020 CIN: U72900WB1996PTC081278