IRB InvIT Fund : Acquisition

August 5, 2022

Corporate Relationship Department	Listing Department
BSE Limited	National Stock Exchange of India Limited
Phiroze Jeejeebhoy Towers	Exchange Plaza, C-1 Block G
Dalal Street, Mumbai 400 001	Bandra Kurla Complex, Bandra (E), Mumbai

Dear Sir / Ma'am,

Ref: Scrip Code 540526; Symbol: IRBINVIT

Sub: Acquisition of Vadodara Kim Expressway Project ("VK1 Project") from IRB Infrastructure Developers Limited (the Sponsor)

Please note that in furtherance of our disclosure dated June 6, 2022 and July 29, 2022, we write to inform you that the Board of Directors of the Investment Manager of the IRB InvIT Fund (the "Trust"), at its meeting held today has, inter alia, approved the following matters:

1. The proposed acquisition of VK1 Expressway Private Limited ("VK1") through the acquisition of 100% of the equity share capital of VK1 by the Trust from IRB Infrastructure Developers Limited (i.e., the Sponsor and the Project Manager of the Trust) and the provision of a shareholder loan to VK1, the proceeds of which shall be utilized by VK1 for the repayment, in full, of the shareholder loan provided to VK1 by the Sponsor, for an aggregate purchase consideration of Rs. 342 crores, arrived at pursuant to negotiations between the parties, subject to receipt of applicable regulatory and third party approvals, the approval of the Unitholders and other conditions precedent. A copy of the Valuation report issued by the Registered Valuer and review report are enclosed.
2. The Sponsor has agreed to act as the Project Manager for the VK1 Project for period of 15 years for purposes of the Securities and Exchange Board of India (Infrastructure Investment Trusts) Regulations,
   2014, as amended ("SEBI InvIT Regulations"), to undertake the Operation & Maintenance works for aggregate value of Rs. 224 crores, subject to the approval of the Unitholders, as part of the proposed acquisition;
3. To convene an Extraordinary General Meeting of the Unitholders of the Trust on Monday, September 5, 2022, to obtain the approval of the Unitholders for the aforesaid matters.

The details of the transaction which is required to be furnished to the Stock Exchanges is annexed herewith as "Annexure - I."

Please note that as per the Code of Internal Procedures and Conduct for Regulating, Monitoring and Reporting by Designated Persons, the trading window for dealing in securities of the Trust is now open.

Yours sincerely,

For and on behalf of IRB Infrastructure Private Limited (Investment Manager to the IRB InvIT Fund)

VENGURLEKAR SWAPNA SADANAND

Digitally signed by VENGURLEKAR SWAPNA SADANAND DN: c=IN, st=Maharashtra, 2.5.4.20=16e2d76b4cf86731b3dcd6bfaa46778271d06272a25dfb44 db2e4201c05c52c6, postalCode=400078, street=1002, 10th FLOOR, B WING, MARLESHWAR CHS LTD, KOKAN NAGAR, BHANDUP WEST, serialNumber=5880bfd6cc9e536f51e6e661d7ad68f94c8d0e22edd7 06b4ae5a7277c4f4de0c, o=Personal, cn=VENGURLEKAR SWAPNA SADANAND, pseudonym=d9b1d66f7abc13f6802af1b0a178c3f4 Date: 2022.08.05 20:30:49 +05'30'

Swapna Vengurlekar

Company Secretary & Compliance Officer

Annexure - I

Details of Acquisition of Vadodara Kim Expressway Project from IRB Infrastructure Developers

Limited

Name of the target entity,	VK1 is a wholly owned subsidiary of IRB Infrastructure Developers
details in brief such as size,	Limited, Sponsor of the Trust, having Authorised Share Capital of
turnover etc.;				Rs. 122.5 crore divided into 122,500,000 equity shares of Rs. 10 each and
						Paid-up Share Capital of Rs. 122.5 crore divided into 122,500,000 equity
						shares of INR 10 each.
						Turnover and Net worth; Based on Audited Financial statements for year
						ended March 31, 2022, VK1's income is INR 587.42 crores and net worth
						is INR 207.73 crores.
Whether the	acquisition	In accordance with Regulation 2(1)(zv) of the SEBI (Infrastructure
would	fall	within	related	Investment Trusts) Regulations, 2014, as amended (the "InvIT
party transaction(s)	and	Regulations"), the Sponsor is a related party of the Trust. Regulation 19 (3)
whether	the	promoter/	of the InvIT Regulations states that an approval from the Unitholders is
promoter	group/	group	required to be obtained (in terms of Regulation 22(4) of the InvIT
companies	have		any	Regulations) prior to entering into a transaction with any related party if the
interest in the entity being	total value of all the related party transactions, in a financial year, pertaining
acquired? If yes, nature of	to acquisition or sale of assets exceeds 5% of the value of the Trust's Assets,
interest and details thereof	and voting by any person who is a related party in such transaction as well
and whether the same is	as associates of such person(s) shall not be considered on the specific issue.
done at "arms length";
Industry to which the entity	Infrastructure - Road & Highways
being acquired belongs;
Objects	and	effects	of	The Proposed acquisition is in accordance with the investment strategy and
acquisition	(including	but	objectives of the Trust of growing the portfolio size.
not limited to, disclosure of
reasons	for acquisition of
target entity, if its business
is outside the main line of
business	of	the	listed
entity);
Brief	details	of		any	The proposed transaction is subject to the receipt of approvals (including
governmental or regulatory	regulatory approvals), consents and other conditions precedent.
approvals required for the
acquisition;
Indicative time period for	By October 31, 2022 or such other date as may be agreed between the
completion	of		the	parties.
acquisition;

Nature of consideration -	Cash
whether cash consideration
or share swap and details of
the same;
Cost of acquisition or the	The acquisition of 100% of the equity share capital of VK1 on a fully diluted
price at which the shares	basis of VK1 by the Trust from IRB Infrastructure Developers Limited (i.e.,
are acquired;				the Sponsor and the Project Manager of the Trust) and the provision of a
					shareholder loan to VK1, the proceeds of which shall be utilized by VK1 for
					the repayment, in full, of the shareholder loan provided to VK1 by the
					Sponsor, for an aggregate purchase consideration of Rs. 342 crores.
					This aggregate consideration is at a 9% discount to the equity value (i.e., the
					value of the equity share capital and the shareholder loan of the project)
					determined by the registered valuer.
Percentage of shareholding	100% of the equity share capital of VK1 is proposed to be acquired by the
/ control acquired and / or	Trust.
number of shares acquired;
Brief background about the	The VK1 Project relates to the construction of the eight-laneVadodara-Kim
entity acquired in terms of	Expressway from Km 355.00 to Km 378.740 (Padra to Vadodara Section of
products/line	of	business	Vadodara Mumbai Expressway) in the State of Gujarat under NHDP Phase-
acquired,		date	of	VI on Hybrid Annuity Mode (Phase IA-Package I implemented by VK1
incorporation,	history of	Expressway Private Limited (VK1), wholly owned subsidiary of IRB
last 3	years	turnover,	Infrastructure Developers Limited, Sponsor of the Trust.
country	in	which	the
acquired	entity	has	VK1 was incorporated on April 17, 2018 and operates in India.
presence	and	any	other
significant information (in	Details of the turnover of VK1 for the last 3 years -
brief);							(Rs. in crores)
						Financial Years	Turnover
						2019-2020	624.72
						2020-2021	876.99
						2021-2022	587.42

Strictly Private and Confidential

Prepared for:

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

Fair Enterprise Valuation

Target SPV: VK1 Expressway Private Limited

Valuation Date: 31st July 2022

Mr. S Sundararaman,

Registered Valuer,

IBBI Registration No - IBBI/RV/06/2018/10238

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