Directors Report of IRB InvIT Fund

Mar 31, 2022

Activities of the Trust

IRB InvIT Fund (the Trust) has been settled by IRB Infrastructure Developers Limited (the “Sponsor”) pursuant to the Indenture of Trust in Mumbai, India, as an irrevocable trust in accordance with the Trusts Act. The Trust has been registered with SEBI as an Infrastructure Investment Trust under Securities and Exchange Board of India (Infrastructure Investment Trusts) Regulations, 2014 (the InvIT Regulations) (Registration Number: IN/InvIT/15-16/0001). The object and purpose of the Trust is to carry on the activity of an infrastructure investment trust under the InvIT Regulations, to raise resources in accordance with the InvIT Regulations and to make investments in accordance with its investment strategy.

The Trust owns, operates and maintains a portfolio of seven toll-road assets in the Indian states of Maharashtra, Gujarat, Rajasthan, Karnataka, Tamil Nadu and Punjab. These toll roads are operated and maintained pursuant to concessions granted by the NHAI. The Trust is listed on both the Stock exchanges i.e. National Stock Exchange of India Limited and BSE Limited since May 18, 2017.

Financial Statements

The Summary of financial information on Consolidated & Standalone Financial Statement of the Trust as on March 31, 2022 is as follows:

Particulars	Consolidated Year ended Year ended March 31, 2022 March 31, 2021		(Amt in Lakhs) Standalone Year ended Year ended March 31, 2022 March 31, 2021
Total Income	140,034.35	116,088.81	54,768.04	57,901.75
Total Expenditure	106,435.25	98,006.50	19,466.49	12,447.90
Profit before tax	33,599.10	18,082.31	35,301.55	45,453.85
Less: Provision for tax
Tax expenses	3,333.11	(1.85)	-	-
Profit after tax	30,265.99	18,084.16	35,301.55	45,453.85
Add: Profit at the beginning of the year	(95,850.79)	(80,227.27)	9,997.81	(1,787.04)
Profit available for appropriation	(65,584.80)	(62,143.11)	45,299.36	43,666.81
Less: Appropriations:
Unit Issue Expenses	-	-	-	-
Interest Distribution	30,766.50	33,669.00	30,766.50	33,669.00
Other comprehensive income/(loss) for the period	10.01	(38.68)	-	-
Balance Carried Forward to Balance Sheet	(96,341.29)	(95,850.79)	14,532.86	9,997.81
Management Discussion and Analysis The Management Discussion and Analysis Report form a part of the Annual Report and include various matters specified under the InvIT Regulations. Assets of the Trust Project wise brief details of all the assets of the Trust are as follows: Particulars IDAA IRB Surat IRB IRB Jaipur IRB Tumkur M.V.R. IRB Infrastructure Dahisar Talegaon Deoli Chitradurga Infrastructure Pathankot Limited Tollway Amravati Tollway Tollway and Tollways Amritsar (IDAA) Limited Tollway Limited Limited Limited Toll Road (IRBSD) Limited (IRBJD) (IRBTC) (MVR) Limited (IRBTA) (IRBPA) Concession period (in years) 15 12 22 25 26 20 20 Concession start date January February September June June August December 2, 2007 20, 2009 3, 2010 14, 2010 4, 2011 14, 2006 30, 2010 Concession end date without January February September June June August December reduction/ extension 1, 2022 19, 2021 2, 2032 13, 2035 3, 2037 13, 2026 30, 2030 Concession end date with March May May October September December October reduction/ extension 31, 2022 25, 2022 20, 2037 4, 2040 25, 2037 20, 2026 21, 2035

Particulars	IDAA Infrastructure Limited (IDAA)	IRB Surat Dahisar Tollway Limited (IRBSD)	IRB Talegaon Amravati Tollway Limited (IRBTA)	IRB Jaipur Deoli Tollway Limited (IRBJD)	IRB Tumkur Chitradurga Tollway Limited (IRBTC)	M.V.R. Infrastructure and Tollways Limited (MVR)	IRB Pathankot Amritsar Toll Road Limited (IRBPA)
Tolling start date	September	February	April	September	June	August	November
	25, 2009	20, 2009	24, 2013	27, 2013	4, 2011	14, 2009	27, 2014
Total project cost ('' in Million)	14,054.90	25,285.74	8,925.95	17,746.96	11,420.00	3,075.99	14,453.10
No. of Toll plazas	1	4	1	2	2	1	2
Km Length	65.00	239.00	66.73	148.77	114.00	68.63	102.42
Lane Km	390.00	1,434.00	267.00	595.00	684.00	275.00	410.00
State	Gujarat	Maharashtra & Gujarat	Maharashtra	Rajasthan	Karnataka	Tamil Nadu	Punjab
National Highway	NH 8	NH 8	NH 6	NH 12	NH 4	NH 7	NH 15

The Trust has not invested in under-construction projects.

During the period, the Trust has neither acquired any new assets nor divested any of its existing Assets.

IDAA Infrastructure Limited has successfully completed Concession Period of Six/Four laning of Km. 198/000 to 263/400, Bharuch-Surat section of NH-8 in Gujarat on Build, Operate & Transfer (BOT) basis - Package BOT 2 on March 31, 2022 and handed over the Project Highway including Project Assets to National Highways Authority of India (NHAI) in terms of the Concession Agreement.

IRB Surat Dahisar Tollway Limited has successfully completed Concession Period of “Six laning of Surat Dahisar section of NH 8 from Km. 263.00 to Km. 502.00, in the State of Gujarat and Maharashtra executed as BOT (Toll) on DBFO pattern under NHDP Phase V” (“Project”) on May 25, 2022 and handed over the Project Highway including Project Assets to National Highways Authority of India (NHAI) in terms of the Concession Agreement.

Project-wise Revenue from the Underlying Projects

Details of Project wise Gross Toll collection from the underlying assets are as follows:

(Amt in Lakhs)
Particulars	Q1	Q2	Q3	Q4	For the Year ended March 31, 2022	For the Year ended March 31, 2021*	For the Year ended March 31, 2020	For the Year ended March 31, 2019	For the Year ended March 31, 2018
IDAA	5,911.39	7,545.54	8,121.29	8,229.96	29,808.18	23,772.44	24,705.63	22,818.66	21,612.42
IRBSD	17,063.69	20,096.87	22,288.15	22,603.49	82,052.20	67,020.23	72,141.18	67,716.88	63,622.68
IRBTA	1,749.03	2,049.24	2,080.44	2,096.56	7,975.27	7,249.05	7,204.74	6,836.38	6,164.94
IRBJD	2,308.08	2,903.87	3,244.29	3,568.02	12,024.26	10,252.17	10,086.88	9,756.26	11,962.52
IRBTC	5,840.08	7,719.91	8,018.18	8,052.41	29,630.58	26,261.09	27,036.72	27,787.08	25,679.64
MVR	2,131.54	3,003.63	3,376.43	3,378.33	11,889.93	9,633.41	10,125.19	9,600.70	8,513.81
IRBPA**	0.11	0.02	533.75	3,612.80	4,146.68	4,551.57	12,315.34	12,185.67	12,020.35
Total	35,003.92	43,319.08	47,662.53	51,541.57	177,527.10	148,739.96	163,615.68	156,701.63	149,576.36

* Toll Collection for the year is for 346 days as tolling was suspended up to 19.04.2020 as per NHAI Circular due to Covid-19 pandemic across the Country

** Toll collection stopped due to farmer’s protests in the state of Punjab in the month of October, 2020 and recommenced tolling on December 16, 2021. IRBPA has filed interim claims with NHAI as per the provisions of Concession Agreement.

Summary of the Valuation

The Investment Manager has submitted full valuation report for the financial year ended March 31, 2022 as received from the Valuer with the Stock Exchanges within stipulated time period. The summary of full valuation report is enclosed as “Annexure A”.

The Toll Revenue and O&M Cost Projection Report issued by M/s. GMD Consultants, Technical Consultant, for each Project SPV was submitted to the Stock Exchanges within stipulated time period.

Valuation of Assets and NAV
Statement of Net Assets at Fair Value as at March 31,	2022
Particulars			Amt in Lakhs
A. Assets			14,39,601.13
B. Liabilities			8,52,810.09
C. Net Assets			5,86,791.04
Outstanding units			5,805
NAV at Fair Value amount in '' (Per Unit)			101.08
Borrowings Details of Borrowings or repayment of borrowings on standalone and consolidated are as follows:
			(Amt in Lakhs)
Particulars	Opening Balance Loan availed Loan repaid (April 1, 2021) / moratorium during the period during the period		Closing Balance (March 31, 2022)
Secured loan
Loan from SBI	101,632.95 -	3,675.00	97,957.95
Loan from IDFC First Bank / Indian Bank	45,997.50 -	1,750.00	44,247.50
Total	147,630.45 -	5,425.00	142,205.45

Credit Rating

CARE Ratings Limited has reaffirmed “CARE AAA” to the Trust''s long term bank facilities of '' 1,462.04 Crores with a stable outlook.

India Ratings and Research (Ind-Ra) has affirmed the Trust''s long term senior debt rating at “IND AAA” with stable outlook.

Investment Manager

IRB Infrastructure Private Limited is the Investment Manager (IM) of the Trust and has been designated as such pursuant to the Investment Management Agreement dated March 3, 2016. The Investment Manager is responsible for making investment decisions with respect to the underlying assets or projects of the Trust (Project SPVs), including any further investment or divestment of its assets, in accordance with Securities and Exchange Board of India (Infrastructure Investment Trusts) Regulations, 2014, as amended (the InvIT Regulations) and the Investment Management Agreement.

Directors of Investment Manager

Sr. No.	Name of Director	DIN	Designation
1.	Mr. Rajinder Pal Singh	02943155	Non-Executive NonIndependent Director
2.	Mr. Vinod Kumar Menon	03075345	Whole-time Director & Chief Executive Officer
3.	Mr. Sunil Tandon	00874257	Independent Director
4.	Mr. Nikesh Jain	06837475	Independent Director

During the year under review, Mr. Rajinder Pal Singh, Independent Director of the Company has completed second term as an Independent Director of the Investment Manager w.e.f. February 13, 2022 and was appointed as Non-Executive Non-Independent Director w.e.f. February 14, 2022.

Mr. Nikesh Jain was appointed as an Independent Director of the Investment Manager with effect from March 16, 2022 for a term of 5 years.

Brief Profiles of the Investment Manager’s Directors

a) Mr. Rajinder Pal Singh (DIN: 02943155)

Mr. Rajinder Pal Singh, aged 70 years, is a Non-Executive Director and Chairman of the Board of Investment Manager. He holds a master''s degree in mathematics from Advanced Centre for Pure Mathematics, Punjab University, Chandigarh. He taught pure mathematics & statistics to graduate classes, before he joined the Indian Administrative Service. He has wide experience in regulatory areas of finance, industry, urban development and infrastructure. He worked both as Commissioner of Hyderabad Municipal Corporation & Vice Chairman of Hyderabad Urban Development Authority. He was also the Managing Director of Andhra Pradesh Industrial Development Corporation and Commissioner of Taxation in Andhra Pradesh. He was posted to Punjab & Sind Bank as its Chairman from March, 2005 to September, 2009. He retired as Secretary to Government of India in the Department of Industrial Policy & Promotions and post retirement was appointed by the Government of India as Chairman of National Highways Authority of India (NHAI). At present, he is a Director of Maruti Suzuki India Limited, Nirlon Limited and Macrotech Developers Limited.

b) Mr. Vinod Kumar Menon (DIN: 03075345)

Mr. Vinod Kumar Menon, aged 56 years, is a Whole Time Director & Chief Executive Officer of the Investment Manager. He holds a Bachelor of Technology degree in Civil Engineering. He has experience of 35 years in the fields of infrastructure development

Director No. of Units held Mr. Vinod Kumar Menon 30,000

and management. Previously, he was the president (business development) of the Sponsor. He currently serves as the vice-president of the National Highway Builder Federation - a non-profit organisation.

c) Mr. Sunil Tandon (DIN: 00874257)

Mr. Sunil Tandon, aged 64 years, is an Independent Director of the Investment Manager. He is a former IAS officer with a master''s degree in Business Administration (specialisation in Financial Management & Strategy) from the Strathclyde Business School, UK. He has over 42 years in the private sector and in the government; experience spans the entire spectrum from implementation of policy to policy formulation and conceiving and grounding of large infrastructure projects. He held positions of CEO and MD of various large corporates such as SKIL Group, Pipavav Port, Pipavav Rail, GMR Infrastructure, Capital Partners, 50 HZ India Private Limited, etc. He held senior positions in state and central governments and specialises in setting up (“concept to completion”) large infrastructure projects (Ports, Defence Shipyards, Airports, Railways, Expressways, Special Economic Zones), project management and finance, joint ventures, mergers and acquisitions, public administration, public private partnership and advising corporates and state governments on risk mitigation strategies for large projects. He has worked with and advised State Governments of Madhya Pradesh, Chhattisgarh, Tamil Nadu, Andhra Pradesh, Gujarat, Rajasthan and Orissa, on large infrastructure projects and Public Private Partnerships. He also served as Nodal officer in the Ministry of Finance, Government of India for various projects financed by various foreign government agencies and organizations and worked with various foreign governments. He was former Chairman of several Infrastructure Committees of Trade bodies such as CII, Assocham and FICCI. He served as Secretary to the Union Minister of State for Finance and Deputy Secretary/Director in the Ministry of Finance.

d) Mr. Nikesh Jain (DIN: 06837475)

Mr. Nikesh Jain, aged 46 years, is an Independent Director of the Investment Manager. He is a fellow member of the Institute of Chartered Accountants of India and partner of JMR Associates LLP (since 2012). He is the Senior Partner of JMR Associates LLP and is in charge of assurance & advisory practice. He has experience of over twenty years in the field of Statutory Audits, Internal Audit, and also diversified experience in Valuations of shares, Initial Public Offer, Consolidation of mid-size Companies, Due Diligence, Valuation of Business, Merger, Acquisition, International and Domestic Taxation, FEMA & RBI Compliances, NBFC, Goods and Service Tax and Accounting System Monitoring Assignments. Earlier, he worked with many renowned Chartered Accountant Firms.

Board Meetings

For the period ended March 31, 2022, the Board of Directors of Investment Manager of the Trust met 5 times on May 15, 2021, August 7, 2021, October 23, 2021, February 8, 2022 and March 16, 2022.

Further, circular resolutions were passed by the Board of Directors on April 29, 2021, July 27, 2021, September 15, 2021, December 10, 2021 and December 25, 2021.

Details regarding the attendance of the Directors at the Board Meetings held during the period ended March 31, 2022, are provided in the following table:

Director No. of Board Meetings Attended Mr. Rajinder Pal Singh 5 Mr. Vinod Kumar Menon 5 Mr. Sunil Tandon 5 Mr. Nikesh Jain* 0 “Appointed w.e.f. March 16, 2022 as an Independent Director

Brief Profiles of the Investment Manager’s Key Personnel

a) Mr. Vinod Kumar Menon

For details in relation to Mr. Vinod Kumar Menon, see “Brief Profiles of the Investment Manager''s Directors”.

b) Mr. Rushabh Gandhi

Mr. Rushabh Rakesh Gandhi, aged 32 years, is a qualified Chartered Accountant (ICAI) and also holds a degree in Law. Previously, he served as the CFO of the Sponsor. He has been associated with IRB Group for more than 10 years. He has experience in Accounts, Audit, Finance, Taxation and business reorganisation. He has also been actively participating in the fund raising activities of IRB Group in last 8 years.

c) Ms. Swapna Vengurlekar

Ms. Swapna Vengurlekar, aged 31 years, has been designated as the Company Secretary and Compliance Officer by the Investment Manager with respect to the Trust. She joined the Sponsor Group in May 2015. She has done B. Com and LL.B. from Mumbai University. She is an associate member of the Institute of Company Secretaries of India. She has more than ten years of experience in the field of Corporate Affairs and Compliances of Company Law and Securities Law. Prior joining to Sponsor Group, she was associated with M/s. Makarand M. Joshi & Co., Practising Company Secretary and SKP Crossborder Consulting Private Limited.

Details of the Holding by the Investment Manager and its Directors in the Trust

As on March 31, 2022, as per the disclosures received from the Directors of Investment Manager, following Investment Manager''s Director(s) holds Units of the Trust:

Summary of the Standalone Financial Statements of the Investment Manager

The Investment Manager has no subsidiaries. For a summary of the financial statements of the Investment Manager, as derived from the standalone financial statements of the Investment Manager, prepared in accordance with Ind AS and the Companies Act, 2013 as of and for the financial year ended March 31, 2022, please refer website of Investment Manager i.e. www.irbfl.co.in.

Codes / Policies

In order to adhere the good governance practices in IRB InvIT Fund, the Investment Manager has adopted the following policies in relation to IRB InvIT Fund:

Code of Conduct

The Investment Manager has adopted a Code of Conduct in relation to the Trust and parties to the Trust.

Distribution Policy

The Investment Manager has adopted the Distribution Policy as disclosed in Final Offer Document to ensure proper, accurate and timely distribution for IRB InvIT Fund. The Distributable Income of IRB InvIT Fund is calculated in accordance with the Distribution Policy, The InvIT Regulations and any circular, notification or guidance issued thereunder.

Code of Internal Procedures and Conduct for Regulating, Monitoring and Reporting of Trading by Designated Persons of IRB InvIT Fund (the “UPSI Policy”)

The Investment Manager has adopted the UPSI Policy (as a part of PIT) to ensure that IRB InvIT Fund complies with applicable law, including the SEBI InvIT Regulations or such other laws, regulations, rules or guidelines prohibiting insider trading and governing disclosure of material, unpublished price sensitive information.

Policy in relation to Related Party Transactions

To ensure proper approval, supervision and reporting of the transactions between IRB InvIT Fund and its Related Parties, the Board of Directors of the Investment Manager has adopted the Policy in relation to Related Party Transactions as disclosed in Final Offer Document, to regulate the transactions between IRB InvIT Fund and its Related Parties.

Representatives on the Board of Directors of each Project SPVs

The Investment Manager, in consultation with the Trustee, has appointed the majority of the Board of Directors of Project SPVs. Further, the Investment Manager ensures that in every meeting, including annual general meeting of Project SPVs, the voting of the Trust is exercised.

Committees

In compliance with requirement of the Companies Act, 2013 and Rules made thereunder, Investment Manager''s Board of Directors constituted the following Committees as on March 31, 2022:

i) Audit Committee;

ii) Nomination and Remuneration Committee and

iii) Corporate Social Responsibility Committee

The Chairman of the Board, in consultation with the Company Secretary and the respective Chairman of these Committees, determines the frequency of the meetings of these Committees. The recommendations of the Committees are submitted to the Board for approval.

i) Audit Committee

The Audit Committee comprises of Board of Directors of the Investment Manager. The chairperson of the Audit Committee is an independent director. All members and Chairman of the Audit Committee are financially literate and have accounting and related financial management expertise.

The Composition of Audit Committee as on March 31, 2022 consists of the following member''s viz.:

1. Mr. Sunil Tandon, Chairman

2. Mr. Vinod Kumar Menon, Member

3. Mr. Nikesh Jain, Member*

1‘Appointed w.e.f. March 16, 2022

The Company Secretary acts as the Secretary of the Audit Committee.

The composition, role, terms of reference as well as powers of the Audit Committee are in accordance with the Companies Act, 2013 and InvIT Regulations, as applicable.

The brief terms of reference of the Audit Committee, inter alia, includes overseeing of the Company''s financial reporting process, reviewing the financial statements with the Management, recommending appointment/ reappointment of auditors, fixation of audit fees, reviewing the adequacy of internal audit function, holding periodic discussions with auditors about their scope and adequacy of internal control systems, discussing on any significant findings made by Internal Auditor''s and following it up with action. The Audit Committee also reviews the financials of IRB InvIT Fund and matters related thereto.

The Audit Committee met 4 times for the period ended March 31, 2022 viz. May 15, 2021, August 7, 2021, October 23, 2021 and February 8, 2022.

The following table presents the details of attendance at the Audit Committee meetings held during the period ended March 31, 2022:

Sr.	Name of the Member	No. of meetings
No.		attended
1.	Mr. Sunil Tandon	4
2.	Mr. Vinod Kumar Menon	4
3.	Mr. Nikesh Jain*	NA

1Appointed w.e.f. March 16, 2022 as an Independent Director

ii) Nomination & Remuneration Committee

The Nomination and Remuneration Committee comprises of Board of Directors of the Investment Manager.

The Composition of Nomination & Remuneration Committee as on March 31, 2022 consists of the following member''s viz.:

1. Mr. Sunil Tandon, Chairman

2. Mr. Rajinder Pal Singh, Member

3. Mr. Vinod Kumar Menon, Member

The Company Secretary acts as the Secretary of the Nomination and Remuneration Committee.

The brief terms of reference of the Nomination and Remuneration Committee are to determine persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, recommend to the Board for their appointment and removal and shall carry out evaluation of every director''s performance, formulate the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration for the directors, key managerial personnel and other employees.

The Nomination and Remuneration Committee met 3 times for the period ended March 31, 2022 viz. on May 15, 2021, February 8, 2022 and March 16, 2022.

The following table presents the details of attendance at the Nomination and Remuneration Committee meetings for the period ended March 31, 2022:

Sr.	Name of the Member	No. of meetings
No.		attended
1.	Mr. Rajinder Pal Singh	3
2.	Mr. Vinod Kumar Menon	3
3.	Mr. Sunil Tandon	3

Remuneration Policy

The Nomination and Remuneration Committee has laid down the criteria for determining qualifications, positive attributes and independence of a person proposed to be appointed as a Director and recommend to the Board a policy, relating to the remuneration for the Directors, Key Managerial Personnel and other employees.

The Policy ensures -

(a) the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors of the quality required to run the Company successfully;

(b) relationship of remuneration to performance

is clear and meets appropriate performance benchmarks; and

(c) remuneration to Directors, Key Managerial

Personnel and Senior Management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives

appropriate to the working of the Company and its goals.

iii) Corporate Social Responsibility (CSR) Committee

The Corporate Social Responsibility Committee comprises of board of directors of the Investment Manager.

The Composition of Corporate Social Responsibility Committee as on March 31, 2022 consists of the following members viz.:

1. Mr. Sunil Tandon, Chairman

2. Mr. Vinod Kumar Menon, Member

The Corporate Social Responsibility Committee met on August 7, 2021 during the period ended March 31, 2022.

The following table presents the details of attendance at the Corporate Social Responsibility Committee meeting for the period ended March 31, 2022:

Sr.	Name of the Member	No. of meetings
No.		attended
1.	Mr. Sunil Tandon	1
2.	Mr. Vinod Kumar Menon	1

The terms of reference of CSR Committee inter-alia includes:

1. formulate and recommend to the Board, a CSR Policy that shall indicate the activities to be undertaken by the company in the areas or subject specified in Schedule VII of the Companies Act, 2013 and rules made thereunder;

2. recommend of the amount of expenditure to be incurred on the activities referred to in clause (1) above; and

3. monitor the CSR Policy of the company from time to time.

Functions, Duties and Responsibilities of the Investment Manager

The functions, duties and responsibilities of the Investment Manager are in accordance with the Investment Management Agreement and the InvIT Regulations. The Board of the Investment Manager comprises of majority of the Independent Directors having extensive experience in Infrastructure Sector and Project financing. The business operations of the Investment Manager are managed by a team of professionals with experience in the road infrastructure sector.

Sponsor and the Project Manager

IRB Infrastructure Developers Limited is the Sponsor of the Trust. The Sponsor is one of the largest infrastructure development and construction companies in India. The Sponsor has been listed on the Indian Stock Exchanges since 2008.

As of March 31, 2022; the Sponsor''s portfolio comprises of 24 projects including 19 Build- Operate-Transfer (BOT), 1 Toll-Operate-Transfer (TOT) and 4 Hybrid Annuity Model (HAM) projects. The Sponsor has 20% share in India''s ambitious and prestigious Golden Quadrilateral projects.

For more details about the Sponsor, please refer to www.irb.co.in

Functions, Duties and Responsibilities of the Project Manager

The Project Manager has agreed to provide professional services to carry out operations and management of the Project SPVs, including making arrangements for the appropriate maintenance, either directly or through the appointment of appropriate agents, in accordance with the terms and conditions of the relevant concession agreement, project implementation agreement and the InvIT Regulations.

Trustee

The Sponsor has settled the Trust pursuant to the Indenture of Trust dated October 16, 2015, as amended on February 17, 2017, and appointed IDBI Trusteeship Services Limited (the “Trustee”) in accordance with the provisions of the InvIT Regulations.

The Trustee is registered with SEBI as a debenture trustee under the Debenture Trustees Regulations, having SEBI registration number IND000000460. The Trustee''s SEBI registration certificate is valid unless it is suspended or cancelled by the SEBI.

Background of the Trustee

The Trustee is a trusteeship company registered with SEBI as a debenture trustee, and is jointly promoted by IDBI Bank Limited, Life Insurance Corporation and General Insurance Corporation for providing corporate and other trusteeship services.

The Trustee is permitted to engage in the following activities:

i) Debenture / bond trustee;

ii) Security trustee/ facility agent;

iii) Securitization trustee;

iv) Share pledge trustee / share monitoring agent;

v) Escrow agent;

vi) Venture Capital Fund (VCF) trustees/ Alternative Investment Fund (AIF) Trustees;

vii) Safe keeping / lockers services;

viii) Management of private trusts / execution of wills; and

ix) Special corporate services (e.g. provision of nominee directors)

The Trustee has experience in providing trusteeship services to a range of corporates and institutions. The Trustee is not an Associate of the Sponsor or the Investment Manager. Further, Trustee (i) is not debarred from accessing the securities market by the SEBI; (ii) is not a promoter, director or person in control of any other company or a sponsor, investment manager or trustee of any other infrastructure investment trust which is debarred from accessing the capital market under any order or directions made by the SEBI; or (iii) is not in the list of the willful defaulters published by the RBI.

To the best of the knowledge of the Trustee, none of the promoters or directors of the Trustee (i) is debarred from accessing the securities market by SEBI; (ii) is a promoter, director or person in control of any other company or a sponsor, investment manager or trustee of an infrastructure investment trust which is debarred from accessing the capital market under any order or direction made by SEBI; or (iii) is in the list of willful defaulters published by the RBI.

The Board of Directors of the Trustee as on March 31, 2022 is as follows:

Sr. No.	Name	Designation	DIN
1.	Ms. Padma Betai	Managing Director and CEO	00937921
2.	Mr. J. Samuel Joseph	Chairman	02262530
3.	Mr. Pradeep Kumar Jain	Director	07829987
4.	Ms. Madhuri J. Kulkarni	Director	07787126
5.	Ms. Jayashree Vijay Ranade	Director	09320683

Valuer

As per confirmation received from the Valuer, the detail of the

Valuer is as follows:

Mr. S. Sundararaman

Registered Valuer

IBBI Registration Number - IBBI/RV/06/2018/10238

5B, “A” Block, 5th Floor, Mena Kampala Arcade, New #18 &

20, Thiagaraya Road, T. Nagar, Chennai - 600 017

General Disclosures

1) Except as stated otherwise in this report and in any other public disclosures, during the period under review, there are no changes in the clauses of trust deed, investment management agreement or any other agreement pertaining to activities of the Trust.

2) During the period, there are no material regulatory changes that had impacted or may impact cash flows of the underlying projects.

3) During the period, there is no change in material contracts or any new risk in performance of any contract pertaining to the Trust.

4) Except otherwise specified, during the period under review, there were no legal proceedings which may have significant bearing on the activities or revenues or cash flows of the IRB InvIT Fund.

5) Except otherwise specified, during the period under review, there were no material changes, events or material and price sensitive information to be disclosed for IRB InvIT Fund.

6) Information of the contact person of the Trust Ms. Swapna Vengurlekar Compliance Officer

Address: IRB Complex, Chandivali Farm, Chandivali Village,

Andheri (East), Mumbai - 400 072 Tel: [phone] Fax: [phone] E-mail: [email protected]

Unit Price Performance of the Trust

Particulars	BSE (?)	NSE (?)
Unit price quoted on the exchange at the beginning (Closing price of April 1, 2021)	56.27	55.68
Unit price quoted on the exchange at the end (Closing price of March 31, 2022)	52.43	52.59
Highest unit price (July 26, 2021)	60.44	-
Highest unit price (July 19, 2021)	-	60.00
Lowest unit price (April 22, 2021)	50.25	50.05
Yield Details:
Particulars FY22 FY21 FY20 FY19		FY18
Yield (%) based 17% 21% on average rate	22% 16%	11%

Monthly highest and lowest unit price
Month	BSE		NSE
	High (?)	Low (?)	High (?)	Low (?)
April, 2021	56.99	50.25	56.25	50.05
May, 2021	56.04	52.96	56.25	53.00
June, 2021	57.40	53.95	57.48	54.00
July, 2021	60.44	55.08	60.00	55.23
August, 2021	59.72	54.00	59.70	54.11
September, 2021	59.00	56.00	59.00	56.00
October, 2021	59.71	56.01	59.67	55.91
November, 2021	58.00	55.56	58.15	55.80
December, 2021	58.37	54.05	58.00	54.00
January, 2022	58.38	54.50	58.38	54.42
February, 2022	59.49	54.10	59.95	54.20
March, 2022	55.50	52.01	55.89	52.00

Average daily volume traded
Month	Average daily volume
	BSE	NSE
April, 2021	48,553	509,079
May, 2021	80,000	320,250
June, 2021	35,476	451,023
July, 2021	57,857	406,309
August, 2021	43,101	350,032
September, 2021	96,154	204,081
October, 2021	38,264	319,933
November, 2021	65,230	266,256
December, 2021	25,442	299,077
January, 2022	34,345	291,984
February, 2022	72,147	326,415
March, 2022	74,064	729,892

UNITHOLDING PATTERN FOR THE YEAR ENDED MARCH 31, 2022
Cate gory	Category of Unit Holder	No. of Unit Held	As a % of Total	No. of units mandatorily held			Number of units pledged or otherwise encumbered
			Outstanding Units	No. of units	As a % of total units held		No. of units	As a % of total units held
(A)	Sponsor(s) / Investment Manager / Project Manager(s) and their associates/related parties
(1)	Indian
(a)	Individuals / HUF	14910000	2.57	0		0	0	0
(b)	Central/State Govt.	0	0	0		0	0	0
(c)	Financial Institutions/Banks	0	0	0		0	0	0
(d)	Any Other (specify)
	BODIES CORPORATES	92705000	15.97	0		0	0	0
	Sub- Total (A) (1)	107615000	18.54	0		0	0	0
(2)	Foreign
(a)	Individuals (Non Resident Indians / Foreign Individuals)	0	0	0		0	0	0
(b)	Foreign government	0	0	0		0	0	0
(c)	Institutions	0	0	0		0	0	0
(d)	Foreign Portfolio Investors	0	0	0		0	0	0
(e)	Any Other (specify)	0	0	0		0	0	0
	Sub- Total (A) (2)	0	0	0		0	0	0
	Total unit holding of Sponsor & Sponsor Group* (A) = (A)(1) (A)(2)	107615000	18.54	0		0	0	0
(B)	Public Holding
(1)	Institutions
(a)	Mutual Funds	38090000	6.56	0		0	0	0
(b)	Financial Institutions/Banks	2200000	0.38	0		0	0	0
(c)	Central/State Govt.	0	0	0		0	0	0
(d)	Venture Capital Funds	0	0	0		0	0	0
(e)	Insurance Companies	13190000	2.27	0		0	0	0
(f)	Provident/pension funds	975000	0.17	0		0	0	0
(g)	Foreign Portfolio Investors	168894421	29.09	0		0	0	0
(h)	Foreign Venture Capital investors	0	0	0		0	0	0
(i)	Any Other (specify)	0	0	0		0	0	0
	Sub- Total (B) (1)	223349421	38.48	0		0	0	0

Cate gory	Category of Unit Holder	No. of Unit Held	As a % of Total	No. of units mandatorily held			Number of units pledged or otherwise encumbered
			Outstanding Units	No. of units	As a % of total units held		No. of units	As a % of total units held
(2)	Non-Institutions
(a)	Central Government/State Governments(s)/President of India	0	0	0		0	0	0
(b)	Individuals	174945580	30.14	0		0	0	0
(c)	NBFCs registered with RBI	465000	0.08	0		0	0	0
(d)	Any Other (specify)	74124999	12.77	0		0	0	0
	TRUSTS	807500	0.14	0		0	0	0
	NON RESIDENT INDIANS	4697848	0.81	0		0	0	0
	CLEARING MEMBERS	720906	0.12	0		0	0	0
	BODIES CORPORATES	67898745	11.70	0		0	0	0
	Sub- Total (B) (2)	249535579	42.99	0		0	0	0
	Total Public Unit holding (B) = (B) (1) (B)(2)	472885000	81.46	0		0	0	0
	Total Units Outstanding (C) = (A) (B)	580500000	100.00	0		0	0	0
* includes Units held by Associates / Related Parties of Investment Manager, Sponsor & Project Manager

Distributions

The Investment Manager on behalf of the Trust has made four distribution(s) aggregating to '' 9.00 per Unit for the period ended March 31, 2022 to the Unitholders of the Trust ('' 4.80 per Unit in the form of Interest & '' 4.20 per Unit in the form of Return of Capital). The Distribution was paid to Unitholders within time period stipulated in InvIT Regulations.

Investor Complaints

The status of complaints is reported to the Board and the Trustee on a quarterly basis. During period ended March 31, 2022, the investor complaints received by the Company were general in nature, which were responded in time to the unitholders. Details of unitholders'' complaints on quarterly basis are also submitted to stock exchanges.

Status report on number of Investor''s complaints/requests received and replied by the Trust for the financial year 2021-22:
INVESTOR GRIEVANCE TABLE FOR THE FINANCIAL YEAR 01.04.2021 TO 31.03.2022
Complaints	All complaints including SCORES complaints	SCORES complaints
Number of investor complaints pending at the beginning of the year.	0	0
Number of investor complaints received during the year.	806	1
Number of investor complaints disposed of during the year.	806	1
Number of investor complaints pending at the end of the year.	0	0
Average time taken for redressal of complaints	1 Working Day	NA

SEBI Complaints Redress System (SCORES)

The investor complaints are processed in a centralized web-based complaints redress system.

The salient features of this system are centralized database of all complaints, online upload of Action Taken Reports (ATRs) by the concerned companies and online viewing by investors of actions taken on the complaint and its current status.

Your Trust has been registered on SCORES and Investment Manager makes every effort to resolve all investor complaints received through SCORES or otherwise within the statutory time limit from the receipt of the complaint.

Green Initiative

Investment Manager is concerned about the environment and utilizes natural resources in a sustainable way. InvIT Regulations allows the Trust to send official documents to their Unitholders electronically.

In terms of the InvIT Regulations, Investment Manager propose to send documents like the Notice convening the general meetings, Financial Statements, Auditor''s Report and other documents to the email address provided by you with the relevant depositories.

We request you to update your email address with your depository participant to ensure that the Annual Report and other documents reach you on your preferred email.

Issue and Buyback of Units

During the period, the Trust has not issued any additional Units. Further, during the period, the Trust has not bought back any Units.

Material Litigations and Regulatory Actions

Brief details of material litigations and regulatory actions, which are pending, against the Trust, sponsor(s), Investment Manager, Project Manager(s), or any of their associates and the Trustee if any, as at the end of the period are provided as “Annexure B”.

Risk Factors

(In this section “We”, “Our”, “InvIT” means “the Trust and/ or Project SPVs owned by the Trust”)

Risks Related to our Organization and the Structure of the Trust

1. The debt financing provided by the Trust to each of the Project SPVs comprises of certain unsecured, interest-free and interest-bearing loans as well as loans that is secured by a subordinate charge on (i) the cash flows deposited in the escrow account and (ii) the escrow account of such Project SPV. The payment obligations of the respective Project SPVs in relation to such debt financing will be subordinated to all existing and future obligations of the Project SPVs towards any secured senior lenders.

2. Any payment by the Project SPVs, including in an event of termination of the relevant concession agreement, is subject to a mandatory escrow arrangement which restricts their flexibility to utilize the available funds.

3. We must maintain certain investment ratios, which may present additional risks to us.

4. The Valuation Report, and any underlying reports, are not opinions on the commercial merits of the Trust or the Project SPVs, nor are they opinions, expressed or implied, as to the future trading price of the Units or the financial condition of the Trust, and the valuation contained therein may not be indicative of the true value of the Project SPVs'' assets.

5. Certain of the Project SPVs have experienced losses in prior years and any losses in the future could adversely affect our business, financial condition and results of operations, our ability to make distributions to the Unitholders and the trading price of our Units.

6. We may not be able to make distributions to Unitholders or the level of distributions may fall.

Risks Related to Our Business and Industry

7. Our failure to extend applicable concession agreements or our inability to identify and acquire new road assets that generate comparable or higher revenue, profits or cash flows than the Project SPVs may have a material adverse impact on our business, financial condition and results of operations and our ability to make distributions.

8. The Project SPVs'' toll-road concessions may be terminated prematurely under certain circumstances.

9. A decline in traffic volumes would materially and adversely affect our business prospects, financial condition and results of operations and our ability to make distributions to Unitholders.

10. Certain investigations are pending against the Related Parties of the Sponsor, the outcome of which may materially and adversely affect the Sponsor / our reputation, business and financial condition.

11. IRB Tumkur Chitradurga Tollway Limited (IRBTC) and M.V.R. Infrastructure and Tollways Limited (MVR) are required to pay annual premiums / negative grants in consideration for being granted the right to build and operate their respective projects. Failure to make such payments could result in the termination of the relevant concession agreement by the NHAI.

12. Changes in the policies adopted by governmental entities or in the relationships of any member of the Trust Group with the Government or State Governments could materially and adversely affect our business, financial performance and results of operations.

13. Certain provisions of the standard form of concession agreement may be non-negotiable or untested, and the concession agreements may contain certain restrictive terms and conditions which may be subject to varying interpretations.

14. We may be subject to increases in costs, including operation and maintenance costs, which we cannot recover by increasing toll fees under the concession agreements.

15. Certain actions of the Project SPVs require the prior approval of the NHAI, and no assurance can be given that the NHAI will approve such actions in a timely manner or at all.

16. Leakage of the toll fees on the Project SPVs'' roads may materially and adversely affect our revenues and financial condition.

17. We will depend on certain directors, executive officers and key employees of the Investment Manager, the

Project Manager and the Project SPVs, and such entities may be unable to retain such personnel or to replace them with similarly qualified personnel, which could have a material, adverse effect on the business, financial condition, results of operations and prospects of the Trust Group.

18. There can be no assurance that we will be able to successfully undertake future acquisitions of road assets or efficiently manage the infrastructure road assets we have acquired or may acquire in the future.

19. The Project SPVs'' concessions are illiquid in nature, which may make it difficult for us to realise, sell or dispose of our shareholdings in the Project SPVs.

20. The Project SPVs may be required to undertake certain development of the Road Assets owned by the Trust, which may present additional risks to us.

21. The Project SPVs may not be able to comply with their maintenance obligations under the concession agreements, which may result in the termination of the concession agreements, the suspension of the Project SPVs'' rights to collect tolls or the requirement that the Project SPVs pay compensation or damages to the NHAI.

22. Our insurance policies may not provide adequate protection against various risks associated with our operations.

23. The Project SPVs, the Sponsor, the Investment Manager, the Project Manager and the Trustee are involved in certain legal and other proceedings, which may not be decided in their favour.

24. We do not own the “IRB” trademark and logo. Our license to use the “IRB” trademark and logo may be terminated under certain circumstances and our ability to use the trademark and logo may be impaired

25. We will depend on various third parties to undertake certain activities in relation to the operation and maintenance of the Initial Road Assets. Any delay, default or unsatisfactory performance by these third parties could materially and adversely affect our ability to effectively operate or maintain the Initial Road Assets.

26. The Project SPVs may be held liable for the payment of wages to the contract labourers engaged indirectly in our operations.

27. Our contingent liabilities could adversely affect our results of operations, cash flows and financial condition.

28. Our actual results may be materially different from the expectations expressed or implied in the Revenue,

Profit and Cash Flow Projections and the assumptions in the Final Offer Document are inherently uncertain and are subject to significant business, economic, financial, regulatory and competitive risks and uncertainties that could cause actual results to differ materially from those projected.

29. Our business will be subject to seasonal fluctuations that may affect our cash flows.

30. Certain Project SPVs'' operations and revenue are, currently, geographically concentrated in Gujarat, Maharashtra and other Indian states and consequently will be exposed to certain risks emanating therefrom.

31. The Initial Road Assets are concentrated in the infrastructure sector and toll-road industry in India, and our business could be adversely affected by an economic downturn in that sector or industry.

32. Political and other agitations against the collection of tolls may affect our ability to collect tolls over prolonged periods, which could have a material, adverse effect on our business, results of operation and financial condition.

33. The cost of implementing new technologies for collection of tolls and monitoring our projects could materially and adversely affect our business, financial condition and results of operations.

34. We may be unable to renew or maintain the statutory and regulatory permits and approvals required to operate the Initial Road Assets.

35. Compliance with, and changes in, safety, health and environmental laws and regulations in India may materially and adversely affect our business.

36. The Project SPVs'' financing agreements entail interest at variable rates, and any increases in interest rates may adversely affect our results of operations, financial condition and cash flows.

37. The Project SPVs are subject to restrictive covenants under their financing agreements that could limit our flexibility in managing our business or to use cash or other assets.

38. We have obtained a credit rating of IND AAA for the senior debt of the Trust from India Ratings and Research, assuming the Trust''s consolidated “external debt” (including debt availed by InvIT and the Project SPVs from banks and institutions but excluding debt infused by InvIT into the Project SPVs) as on September 30, 2021 would be up to '' 14.49 billion. We have also obtained a credit rating of CARE AAA from CARE Ratings, assuming that the debt exposure of the Trust Group at '' 14.62

billion as on June 30, 2021. Any downgrade of our credit rating may restrict our access to capital and materially and adversely affect our business, financial condition and results of operations.

39. We will enter into related-party transactions. There can be no assurance that we could not have achieved more favourable terms if such transactions had been entered into with third parties.

Risks Related to the Trust’s Relationships with the Sponsor

and the Investment Manager

40. The Sponsor, whose interests may be different from the other Unitholders, will be able to exercise significant influence over certain activities of the Trust.

41. The Right of First Offer (ROFO)/ Right of First Refusal (ROFR) Deed and the Future Assets Agreement will terminate in certain circumstances and shall be subject to the terms of the concession agreement and applicable law.

42. The Sponsor is a listed company and operates other road assets, and anything that impacts the business, results of operations and trading price of the Sponsor''s equity shares may have a material, adverse effect on the Trust and the trading price of the Units.

43. The Investment Manager may not be able to implement its investment or corporate strategies and the fees payable to the Project Manager are dependent on various factors.

44. Parties to the Trust are required to maintain the eligibility conditions specified under Regulation 4 of the InvIT Regulations on an ongoing basis. The Trust may not be able to ensure such ongoing compliance by the Sponsor, the Investment Manager, the Project Manager and the Trustee, which could result in the cancellation of the registration of the Trust.

45. The Investment Manager is required to comply with certain ongoing reporting and management obligations in relation to the Trust. There can be no assurance that the Investment Manager will be able to comply with such requirements.

Risks Related to Tax

46. Changes in legislation or the rules relating to tax regimes could materially and adversely affect our business, prospects and results of operations.

47. Some of our roads assets enjoy certain benefits under Section 80-IA of the Income Tax Act and any change in these tax benefits applicable to us may materially and adversely affect our results of operations.

48. Tax laws are subject to changes and differing interpretations, which may materially and adversely affect our operations.

49. Entities operating in India are subject to a variety of Government and State Government tax regimes and surcharges and changes in legislation or the rules relating to such tax regimes and surcharges could materially and adversely affect our business.

50. Investors may be subject to Indian taxes arising out of capital gains on the sale of Units. The provisions of the Income-tax Act, 1961 (Act) provide that the dividend received from a business trust (REITs/ InvITs qualify as a business trust under the Act) is taxable in the hands of the unitholders where the Special Purpose Vehicle (SPV) in which the business trust holds a controlling interest (and which has declared dividends to the business trust which have been, in turn, declared/ distributed by the business trust to its unitholders) has opted to be governed by the provisions of section 115BAA of the Act.

---

Mar 31, 2018

ACTIVITIES OF THE TRUST

IRB InvIT Fund (“the Trust”) has been settled by IRB Infrastructure Developers Limited (the “Sponsor”) pursuant to the Indenture of Trust in Mumbai, India, as an irrevocable trust in accordance with the Trusts Act. The Trust has been registered with SEBI as an infrastructure investment trust under the Securities and Exchange Board of India (Infrastructure Investment Trusts) Regulations, 2014 (“the InvIT Regulations”) (Registration Number: IN/InvIT/15-16/0001). The object and purpose of the Trust is to carry on the activity of an infrastructure investment trust under the InvIT Regulations, to raise resources in accordance with the InvIT Regulations, and to make investments in accordance with its investment strategy.

The Trust own, operate and maintain a portfolio of seven toll-road assets in the Indian states of Maharashtra, Gujarat, Rajasthan, Karnataka, Tamil Nadu and Punjab. These toll roads are operated and maintained pursuant to concessions granted by the NHAI. The Trust is listed on both the Stock exchanges i.e. National Stock Exchange of India Limited and BSE Limited since May 18, 2017.

FINANCIAL STATEMENTS

The Summary of financial information on Consolidated & Standalone Financial Statement of the Trust as on March 31, 2018 are as follows:

(Rs. in lakhs)

Particulars	Consolidated		Standalone
	Year ended	Year ended	Year ended	Year ended
	March 31,	March 31,	March 31,	March 31,
	2018	2017	2018	2017
Total Income	100,515.78	-	51,568.95	-
Total Expenditure	77,239.90	0.02	7,546.97	0.02
Profit before tax	23,275.88	(0.02)	44,021.98	(0.02)
Less: Provision for tax
Current tax	33.61	-	-	-
Profit after tax	23,242.27	(0.02)	44,021.98	(0.02)
Add: Profit at the beginning of the year	(0.02)	-	(0.02)	-
Profit available for appropriation	23,242.25	(0.02)	44,021.96	(0.02)
Appropriations:
Unit Issue Expenses	(9,891.70)	-	(9,891.70)	-
Interest Distribution	(31,637.25)	-	(31,637.25)	-
Other comprehensive income/(loss) for the period	6.26	-	-	-
Balance Carried Forward to Balance Sheet	18,280.44	(0.02)	2,493.01	(0.02)

Tepresentatives on the Board of Directors of each Project SPVs

The Investment Manager, in consultation with the Trustee, has appointed the majority of the board of directors of Project SPVs. Further, the Investment Manager ensures that in every meeting, including annual general meeting of Project SPVs, the voting of the Trust is exercised.

vii) Committees

Tn compliance with requirement of the Companies Act, 2013 and Rules made thereunder, Investment Manager’s Board of Directors constituted the following Committees:

i) Audit Committee;

ii) T omination and Remuneration Committee; and

iii) Borrowing Committee

T he Chairman of the Board, in consultation with the Company Secretary and the respective Chairman of these Committees, determines the frequency of the meetings of these Committees. The recommendations of the Committees are submitted to the Board for approval.

(i) Audit Committee

The chairperson of the Audit Committee is an independent director. All members of the Audit Committee are financially literate and Chairman of the Committee have accounting and related financial management expertise.

The Composition of Audit Committee as on March 31, 2018 consists of the following members viz.:

1) Mr. B. L. Gupta, Chairman

2) Mr. Sumit Banerjee, Member

3) Mr. Vinod Kumar Menon, Member

T he Company Secretary acts as the Secretary of the Audit Committee.

The composition, role, terms of reference as well as powers of the Audit Committee are in accordance with the Section 177 of the Companies Act, 2013 and InvIT Regulations, as applicable.

The brief terms of reference of the Audit Committee, inter alia, includes overseeing of the Company’s financial reporting process, reviewing the financial statements with the Management, recommending appointment / re-appointment of auditors, fixation of audit fees, reviewing the adequacy of internal audit function, holding periodic discussions with auditors about their scope and adequacy of internal control systems, discussing on any significant findings made by Internal Auditor’s and following it up with action. The Audit Committee also reviews the financials of the Trust and matters related thereto.

(ii) Nomination & Remuneration Committee

The Composition of Nomination & Remuneration Committee as on March 31, 2018 consists of the following members viz.:

1) Mr. Sumit Banerjee, Chairman

2) Mr. B. L. Gupta, Member

3) Mr. R. P. Singh, Member

4) Mr. Vinod Kumar Menon, Member

T he Company Secretary acts as the Secretary of the Nomination and Remuneration Committee.

The brief terms of reference of the Nomination and Remuneration Committee are as follows:

To determine, persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, recommend to the Board their appointment and removal and shall carry out evaluation of every director’s performance, formulate the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration for the directors, key managerial personnel and other employees.

Remuneration Policy

The Nomination and Remuneration Committee has laid down the criteria for determining qualifications, positive attributes and independence of a person proposed to be appointed as a Director and recommend to the Board a policy, relating to the remuneration for the Directors, Key Managerial Personnel and other employees.

The Policy ensures -

(a) the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors of the quality required to run the Company successfully;

(b) Relationships of remuneration to performance is clear and meets appropriate performance benchmarks; and

(c) Remuneration to Directors, Key Managerial Personnel and Senior Management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals.

(iii) Borrowing Committee

The Borrowing Committee was constituted to deal with issues related to raising debt for acquisition of Pathankot Amritsar Project and matters connected thereto. This Committee was dissolved on April 30, 2018.

The Composition of Borrowing Committee as on March 31, 2018 consisted of the following members viz.:

1) Mr. Vinod Kumar Menon, Chairman

2) Mr. Sumit Banerjee, Member

The Company Secretary acts as the Secretary of the Borrowing Committee.

The brief terms of reference of the Borrowing Committee were as follows:

1) To borrow money for the purposes of, and for matters connected to, the Trust’s proposed acquisition of IRB Pathankot Amritsar Toll Road Limited from the Sponsor (including its nominee shareholders) and the Project Manager, and finalize the terms and conditions of such borrowings, in consultation with the relevant banks and/ or financial institutions, in the best interest of the Trust and the Unit holders, up to an aggregate sum of Rs.1,55,000 lakhs and/or equivalent thereto in any foreign currency;

2) To determine, the manner of utilization of the funds borrowed, including but not limited to the prepayment/repayment, in part or full, of the outstanding loans/facilities availed by IPATRL from its senior lenders; prepayment, in full, of the subordinate debt provided by the Sponsor and the Project Manager to IPATRL to fund project costs; prepayment, in full, of the unsecured loans and advances provided by the Sponsor and its subsidiary companies; and other expenses, payments and/or charges incurred or required to be incurred in connection with the Trust’s proposed acquisition of IRB Pathankot Amritsar Toll Road Limited; on such terms and conditions as the Committee thinks fit at its sole discretion, and in the best interest of the Trust and the Unit holders;

3) To create mortgage, hypothecate, provide guarantees and/or undertakings, pledge and/or create charge any of the assets of the Trust Group (comprising the Trust and the Project SPVs owned by the Trust), including the movable and/or immovable properties of the Trust and/or the Project SPVs, including any securities issued/proposed to be issued, or the whole, or substantially the whole, of the undertaking or undertakings of the Trust Group, on such terms and in such manner as the Committee may think fit, together with power to take over the management of the business or concern of the Trust Group in certain event(s), including for securing any loan(s) obtained/to be obtained by the Trust Group from Bank(s), Financial or other Institution(s), Debenture Trustees, Mutual Fund(s), Non-Resident Indians (NRIs),Overseas Corporate Bodies (OCBs), Foreign Institutional Investors (FIIs) or any other person(s), body(ies) corporate, etc., whether Unit holder of the Trust or not (hereinafter collectively referred to as “lenders”), for an amount not exceeding Rs.1,55,000 lakhs and/or equivalent thereto in any foreign currency, together with any interests, fees, compound/ additional interest, commitment charges, costs, expenses and all other monies payable by the Trust Group to the concerned lenders;

4) To authorise Key Managerial Personnel of the Investment Manager to execute, for and on behalf of the Investment Manager (acting in its capacity as the investment manager of the Trust), all such agreements, applications, deeds, documents and any other writings in connection with, and to give effect to, the aforesaid resolution, and if required, to issue Power of Attorney in favour of such persons for this purpose; and

5) To authorize affixation of common seal on such documents as may be required.

viii) Functions, Duties and Responsibilities of the Investment Manager

The functions, duties and responsibilities of the Investment Manager are in accordance with the Investment Management Agreement and the InvIT Regulations. The Board of the Investment Manager comprises of majority of the Independent Directors having extensive experience in Infrastructure Sector and Project financing. The business operations of the Investment Manager are managed by a team of professionals with experience in the road infrastructure sector.

Sponsor

I RB Infrastructure Developers Limited (the Sponsor) is Sponsor of the Trust. The Sponsor is one of the largest infrastructure development and construction companies in India in terms of net worth in the roads and highways sector according to the NHAI’s annual prequalification for public private partnerships in national highway projects report for 2016. The Sponsor has been listed on the Indian Stock Exchanges since 2008.

Ts of March 31, 2018; the Sponsor has 17 road projects, of which 11 are being tolled and balance are under various phases of development. The Sponsor has a large project portfolio of 8,745 Lane Kilometres of roads and highways in operation, under construction or under development as of March 31, 2018.

During the period, there is no change in the Board of Directors of the Sponsor.

For more details about the Sponsor, please refer their website www.irb.co.in

TRUSTEE

The Sponsor has settled the Trust pursuant to the Indenture of Trust dated October 16, 2015, as amended on February 17, 2017, and appointed IDBI Trusteeship Services Limited (the “Trustee”) in accordance with the provisions of the InvIT Regulations.

The details of the Trustee are as follows:

Details of Trustee’s Registration with SEBI

T he Trustee registered with SEBI as a debenture trustee under the Debenture Trustees Regulations, having SEBI registration number IND000000460. The Trustee’s SEBI registration certificate is valid unless it is suspended or cancelled by the SEBI.

Background of the Trustee

The Trustee is a trusteeship company, which has been registered with SEBI as a debenture trustee, and has been jointly promoted by IDBI Bank Limited, Life Insurance Corporation and General Insurance Corporation for providing corporate and other trusteeship services.

The Trustee is permitted to engage in the following activities:

i) Debenture / bond trustee;

ii) Security trustee/ facility agent;

iii) Securitization trustee;

iv) Share pledge trustee / share monitoring agent;

v) Escrow agent;

vi) VCF trustees/ AIF Trustees;

vii) Safe keeping / lockers services;

viii) Management of private trusts / execution of wills; and

ix) Special corporate services (e.g. provision of nominee directors)

The Trustee has experience in providing trusteeship services to a range of corporate and institutions.

The Trustee is not an Associate of the Sponsor or the Investment Manager. Further, Trustee (i) is not debarred from accessing the securities market by the SEBI; (ii) is not a promoter, director or person in control of any other company or a sponsor, investment manager or trustee of any other infrastructure investment trust which is debarred from accessing the capital market under any order or directions made by the SEBI; or (iii) is not in the list of the wilful defaulters published by the RBI.

To the best of the knowledge of the Trustee, none of the promoters or directors of the Trustee (i) is debarred from accessing the securities market by SEBI;

(ii) is a promoter, director or person in control of any other company or a sponsor, investment manager or trustee of an infrastructure investment trust which is debarred from accessing the capital market under any order or direction made by SEBI; or (iii) is in the list of willful defaulters published by the RBI.

T he Board of Directors of the Trustee as on March 31, 2018 is as follows:

Sr. No.	Name	Designation	DIN
1.	Mr. G. M. Yadwadkar	Chairman	01432796
2.	Ms. Sashikala Muralidharan	Director	08036523
3.	Mr. Ravishankar G. Shinde	Director	03106953
4.	Ms. Madhuri J. Kulkarni	Director	07787126
5.	Mr. Swapan Kumar Bagchi	Managing Director and CEO	07743570

Functions, Duties and Responsibilities of the Trustee a) Change in Control of the Trustee

The Trustee shall obtain the prior approval of the Unit holders in the event of a proposed change in control of the Trustee or change in the Trustee, in accordance with the InvIT Regulations and applicable law.

b) Change in Control of the Investment Manager

The Trustee shall obtain the prior approval of the Unit holders in the manner specified under Regulation 22 of the InvIT Regulations (where the votes cast in favour of a resolution shall not be less than one and a half times the votes cast against such resolution) in the event of a proposed change in control of the Investment Manager.

c) Change in Control of the Project Manager

T he Trustee is required to obtain the prior approval of the relevant concessioning authority, where applicable, and such other person as may be required under the InvIT Regulations.

d) Change or Removal of the Investment Manager

T he Trustee is required to ensure that a new investment manager of the Trust is appointed within such period as may be prescribed under the InvIT Regulations. Further, the Trustee is required to ensure that all the conditions in connection with removal of an investment manager and appointment of a new investment manager as prescribed under the InvIT Regulations are adhered to.

e) Change or Removal of the Project Manager

T he Trustee is required to do all such acts and take all such steps as may be prescribed in the InvIT Regulations in the event of any change in the Project Manager for removal or otherwise.

f) Interests of the Unit holders

T he Trustee shall at all times exercise due diligence in carrying out its duties and protect the interests of the Unit holders. The Trustee shall make distributions and ensure that the Investment Manager makes declarations of distributions to the Unit holders in a timely manner, in accordance with Regulation 18 of the InvIT Regulations.

g) Income Due to the Trust

The Trustee shall ensure that the Investment Manager undertakes prompt and proper collection of the income due to the Trust. The Trustee shall also ensure that the Investment Manager provides the Trustee with a certificate on a quarterly basis detailing such income.

Any receipt signed by the Trustee for any monies, stocks, funds, shares, securities investment or property, paid, delivered or transferred to the Trustee under or by virtue of the Indenture of Trust or in exercise of the duties, functions and powers of the Trustee shall effectively discharge the Trustee or the person or persons paying, delivering or transferring the same therefrom or from being bound to see to the application thereof, or being answerable for the loss or misapplication thereof, provided that the Trustee and such persons shall have acted in good faith, without negligence and shall have used their best efforts in connection with such dealings and matters.

h) Transactions by Certain Persons

T he Trustee shall ensure that all transactions executed and the activities carried out by the Investment Manager and any service provider to whom the Trustee has delegated any powers or duties, subject to the InvIT Regulations, are done in accordance with the Indenture of Trust, the Investment Management Agreement, the Project Implementation Agreements and any agreement executed with such service provider.

i) Trust Fund

T he Trustee shall hold the Trust Fund in the name of the Trust and for the benefit of the Unit holders and shall also be responsible for opening and operating bank accounts on behalf of the Trust. The Trustee must ensure that the Trust Fund is held in a bank account opened in the name of the Trust.

j) Trust Assets

T he Trustee shall hold the Trust Assets in the name of the Trust and for the benefit of the Unit holders and shall also be responsible for opening and operating bank accounts in the name of the Trust.

k) Subscription amounts

The Trustee shall ensure that the subscription amounts are kept in a separate bank account in the name of the Trust and are only utilised for adjustment against Allotment of Units or refund of money to the applicants till the time such Units are listed.

l) Books of Accounts

T he Trustee shall ensure that the Investment Manager shall cause to be maintained, the books of accounts of the Trust in accordance with the Indenture of Trust and the InvIT Regulations.

m) Valuation of the Trust Assets

T he Trustee shall ensure that the Investment Manager shall ensure that a detailed valuation is undertaken of the Trust Assets by the valuers at such intervals and in the manner as may be prescribed under the InvIT Regulations. The Trustee shall ensure that the remuneration of the Valuers is not linked to or based on the value of the Trust Assets being valued.

n) Statutory charges or levies payable by the Trust

T he Trustee shall ensure that the Investment Manager shall pay all taxes, duties and any other statutory charges or levies that may be payable by the Trust or on behalf of the Unit holders from the Trust Fund.

o) Reports to be filed by the Trust

The Trustee shall, and shall ensure that Investment Manager does, from time to time file such reports as may be required by the SEBI or other governmental agency under applicable law, with respect to the activities carried on by the Trust.

p) Documents and information to be provided to Unit holders

The Trustee shall, and shall ensure that Investment Manager shall, from time to time provide such documents and information to the Unit holders, as may be required under applicable law, with respect to the activities carried on by the Trust.

q) Confidentiality

The Trustee and its directors, officers, employees and agents shall at all times maintain confidentiality with respect to all the investments and all matters connected with the investments, and shall not disclose any confidential information to any person or use such information in a manner prejudicial to the interest of the Trust, subject to disclosure of information to any court or tribunal or regulatory, supervisory, governmental or quasi-governmental authority where so required under applicable law.

r) Segregation of assets and liabilities

M he assets and liabilities of the Trust shall at all times be segregated from, the assets and liabilities of any other trusts managed by the Trustee. The assets held in the name of the Trust shall be held for the exclusive benefit of the Unit holders of the Trust and such assets shall not be subject to the claims of any creditor or other person claiming under any other trust administered by the Trustee or managed by the Investment Manager, as the case may be.

s) Attainment of Objects of the Trust

M he Trustee shall ensure that all acts, deeds and things are done with a view to attain the objects of the Trust in compliance with the Trust’s investment strategy, applicable law, Indenture of Trust, Investment Management Agreement and Project Implementation Agreements in order to secure the best interests of the Unit holders.

t) Winding up of the Trust

M he Trustee shall wind up the Trust only as set out in the Indenture of Trust and in accordance with applicable law. Upon winding up of or dissolution the Trust, the Trustee shall surrender the certificate of registration to the SEBI.

u) Investments by the Trustee

The Trustee shall not invest in the Units unless permitted to do so under applicable law.

v) Grievance redressal

The Trustee shall periodically review the status of Unit holders’ complaints and their redressal undertaken by the Investment Manager in accordance with the InvIT Regulations.

w) Delegation to Investment Manager

The Trustee shall delegate all such powers to the Investment Manager as may be required by the Investment Manager to carry out its obligations under the Investment Management Agreement and under applicable law.

The Trustee shall delegate all such powers to the relevant Project Manager as may be required by such Project Manager to carry out its obligations under the relevant Project Implementation Agreement and under applicable law.

x) Related Party Transactions

M he Trustee shall review the transactions carried out between the Investment Manager and its Associates and obtain a certificate from a practising chartered accountant or valuer, as applicable, with respect to any related party transactions involving the Investment Manager and its Associates, where the Investment Manager has advised that there may be a conflict of interest, stating that such transactions have been done at an arms-length basis.

y) Monitoring

Mhe Trustee may require the Investment Manager to set up such systems and procedures and submit such reports to the Trustee, as may be necessary for the effective monitoring or the functioning of the Trust. The Trustee shall oversee activities of the Investment Manager in the interest of the Unit holders, shall ensure that the Investment Manager is in compliance Regulation 10 of the InvIT Regulations at all times and shall obtain a compliance certificate from the Investment Manager. Further, the Trustee shall ensure that the Investment Manager complies with reporting and disclosure requirements in accordance with the InvIT Regulations and in case of any delay or discrepancy, the Trustee will ensure that the Investment Manager rectifies such delay or discrepancy on an urgent basis.

T he Trustee shall also oversee the activities of the Project Manager with respect to compliance with the InvIT Regulations and the Project Implementation Agreement. The Trustee shall obtain a compliance certificate from the Project Manager in this regard, as specified under the InvIT Regulations.

z) Unit holders Meeting

T he Trustee shall ensure that the Investment Manager convenes meetings of the Unit holders in accordance with the InvIT Regulations. The Trustee shall also oversee the voting by the Unit holders at such meetings. The Trustee shall ensure that the Investment Manager convenes meetings of Unit holders not less than once every year and the period between such meetings shall not exceed 15 months. In issues pertaining to the Investment Manager such as change in the Investment Manager, including removal of the Investment Manager or change in control of the Investment Manager, the Trustee shall convene and handle all activities pertaining to the conduct of such meetings. In respect of issues pertaining to the Trustee, including any change in the Trustee or change in control of the Trustee, the Trustee will not be involved in any manner in the conduct of such meetings. The Trustee may take up with the SEBI and/ or the Stock Exchanges, any matter which has been approved in any meeting of the Unit holders, if the matter requires such action.

FOR SURESH SURANA & ASSOCIATES LLP

Chartered Accountants

Firm’s Reg. No. 121750W/W-100010

(Ramesh Gupta)

PARTNER

Membership No.:102306

Place: Mumbai

Dated: 30 April 2018