LEGAL DISCLAIMER

YOU MUST READ THE FOLLOWING DISCLAIMER BEFORE CONTINUING.

Please read this notice carefully - By accessing this information on this site, you agree to follow the terms and conditions below, including any modifications that may be made to them from time to time.

These materials (“Issue materials”) are being made available in connection with the proposed public issue of secured, rated, listed, redeemable non-convertible debt securities of face value of ₹ 1,000 each (“NCDs”) for an amount aggregating upto ₹ 1,000 crore in one or more tranches (hereinafter referred to as the “Issue”), by India Grid Trust (“Issuer”), to eligible investors in India in accordance with applicable laws. This Issue is being made pursuant to the provisions of the “Guidelines for Issuance of Debt Securities by Real Estate Investment Trusts (REITs) and Infrastructure Investment Trusts (InvITs)” dated April 13, 2018 issued by the Securities and Exchange Board of India (the “SEBI Debt Issue Guidelines”) read with the Securities and Exchange Board Of India (Issue and Listing of Debt Securities) Regulations, 2008, together with any amendments, circulars and guidelines issued thereunder (the “SEBI ILDS Regulations”) and the Securities and Exchange Board of India (Infrastructure Investment Trusts) Regulations, 2014, together with any amendments, circulars and guidelines issued thereunder (the “InvIT Regulations”) and other applicable laws. The Draft Shelf Prospectus dated April 7, 2021, the Shelf Prospectus and the Tranche I Prospectus, each dated April 22, 2021 (the Shelf Prospectus and Tranche 1 Prospectus being collectively referred to as the “Prospectus”) have been filed with National Stock Exchange of India Limited (“NSE”) and BSE Limited (“BSE”), being our designated stock exchange and with Securities and Exchange Board of India (“SEBI”).

The Draft Shelf Prospectus and Prospectus has not been and will not be approved by any regulatory authority in India, including the SEBI or any stock exchange in India. The Issue materials may not be accessed in any jurisdiction where the delivery of such materials may not be permitted by law. You must satisfy yourself that you are not subject to any local requirements which prohibit or restrict you from accessing these materials. For taking an investment decision, investors must rely on their own examination of the Issuer and the Issue, including the risks involved.

The Draft Shelf Prospectus and Prospectus may contain statements about future events and expectations that constitute forward-looking statements. There can be no assurance that the results and events contemplated by the forward-looking statements contained therein will in fact occur. None of the future projections, expectations, estimates or prospects in this document should be taken as forecasts or promises nor should they be taken as implying any indication, assurance or guarantee that the assumptions on which such future projections, expectations, estimates or prospects have been prepared are correct or exhaustive or, in the case of the assumptions, fully stated in the document. We make no representation or warranty, express or implied, as to, and do not accept any responsibility or liability with respect to, the fairness, accuracy, completeness or correctness of any information or opinion in the Draft Shelf Prospectus and Prospectus. The information in the Draft Shelf Prospectus and Prospectus, unless otherwise specified, is only current as of the date of the Draft Shelf Prospectus and Prospectus. We assume no responsibility to publicly update, amend, modify or revise any forward-looking statements, on the basis of any subsequent development, or information, or otherwise.

You are reminded that documents transmitted in electronic form may be altered or changed during the process of transmission and consequently neither the Issuer, the Investment Manager, the Sponsors, the Trustee or the Lead Manager, nor any of their respective directors or officers or affiliates or associates accept any liability or responsibility of any nature whatsoever in respect of the alterations or changes which have taken place during the course of transmission of electronic data.

The Issuer, the Investment Manager, the Sponsors, the Trustee or the Lead Manager, or any of their respective directors or officers or affiliates or associates will not be responsible for any loss or damage that could result from interception and interpretation by any third party(ies) of any information being made available to you through the Issue materials. Access to electronic versions of the Issue materials is being made available in good faith and for information purposes only, in connection with an offering of debt securities in accordance with the SEBI Debt Issue Guidelines, SEBI ILDS Regulations and InvIT Regulations and is not intended to nor does it constitute an offer and/or an invitation to subscribe to the securities referred therein.

You may not and are not authorized to (1) deliver the Draft Shelf Prospectus, Prospectus or the Issue materials to any other person; or (2) reproduce such Prospectus, Draft Shelf Prospectus or Issue materials in any manner whatsoever. Any distribution or reproduction of the Draft Shelf Prospectus, Prospectus or the Issue materials in whole or in part is unauthorized. Failure to comply with this directive may result in a violation of the SEBI Debt Issue Guidelines, SEBI ILDS Regulations, InvIT Regulations, or other applicable laws of India and/or in other jurisdictions.

These materials are not directed at or intended to be accessed by any persons outside India. You are accessing the Issue materials, Draft Shelf Prospectus or the Prospectus on the basis that you are a person into whose possession the Drafts Shelf Prospectus, Prospectus or the Issue materials may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located. If you are not permitted to view materials on this site or are in any doubt as to whether you are permitted to view these materials, or if you do not agree to the terms contained in this notice, then you must not access the Issue materials, Draft Shelf Prospectus or the Prospectus.

To access the Issue materials, Draft Shelf Prospectus or the Prospectus, you must be located in India and/or otherwise eligible to invest in the Issue. If you cannot make this confirmation, you must please exit this page. You further confirm that you shall not base any investment decision on the information contained here and you agree that the information contained here is not an offer or a solicitation or an invitation to an offer to subscribe to the securities of the Issuer, or a recommendation to buy or sell any such securities in any manner or in any other jurisdiction where the same cannot be lawfully delivered in accordance with the laws of the jurisdiction where you are located. You also confirm that you are permitted to proceed to the electronic version of the Issue materials.

DISCLAIMER

YOU MUST READ THE FOLLOWING DISCLAIMER BEFORE CONTINUING.

THESE MATERIALS ARE BEING MADE AVAILABLE ON THIS WEBSITE TO COMPLY WITH SECURITIES AND EXCHANGE BOARD OF INDIA (INFRASTRUCTURE INVESTMENT TRUSTS) REGULATIONS, 2014, AS AMENDED, AND THE MASTER CIRCULAR FOR INFRASTRUCTURE INVESTMENT TRUSTS DATED JULY 6, 2023.

IMPORTANT: You must read and agree with the terms and conditions of the following disclaimer before continuing. The following disclaimer applies to the Preliminary Placement Document of the India Grid Trust ( "IndiGrid" or “Issuer”) dated [●], 2023 (the "Preliminary Placement Document") filed with the BSE Limited ("BSE") and National Stock Exchange of India Limited ("NSE" and together with BSE, the "Stock Exchanges") and hosted on this website.

These materials are being made available in connection with the proposed institutional placement, for an amount aggregating upto ₹ [●] million (hereinafter referred to as the “Issue”), by IndiGrid, to eligible investors in accordance with applicable laws. This Issue is being made pursuant to the provisions of Chapter 7 on “Guidelines for preferential issue and institutional placement of units by listed InvITs” of the Master Circular for Infrastructure Investment Trusts (InvITs) dated July 6, 2023, as amended from time to time, issued by the Securities and Exchange Board of India (the “SEBI Institutional Placement Guidelines”) read with the Securities and Exchange Board of India (Infrastructure Investment Trusts) Regulations, 2014, together with any amendments, notifications, clarifications, circulars and guidelines issued thereunder (the “InvIT Regulations”) and other applicable laws.

The Preliminary Placement Document has not been and will not be approved by any regulatory authority in India, including the SEBI or any stock exchange in India. The Preliminary Placement Document may not be accessed in any jurisdiction where the delivery of such materials may not be permitted by law. You must satisfy yourself that you are not subject to any local requirements which prohibit or restrict you from accessing these materials. For taking an investment decision, investors must rely on their own examination of the Issuer and the Issue, including the risks involved.

In accessing the Preliminary Placement Document, you agree to be bound by the following terms and conditions, including any modifications to them from time to time. The information in this portion of our website, including the Preliminary Placement Document, is not for publication or distribution, directly or indirectly, in or into the United States. No part of the contents of the Preliminary Placement Document shall be copied or duplicated in any form by any means, or redistributed. The Preliminary Placement Document has been hosted on this website as prescribed under Paragraph 7.8.6 of the SEBI Institutional Placement Guidelines. In connection with the Issue, no offer is being made to the public or to any other category of investors. You are reminded that documents transmitted in electronic form may be altered or changed during the process of transmission and consequently, neither IndiGrid, the Investment Manager, the Project Manager, the Trustee nor any of their affiliates accept any liability or responsibility whatsoever in respect of alterations or changes which have taken place during the course of transmission of electronic data. The Preliminary Placement Document does not constitute an offer to sell or an invitation to subscribe to the securities offered in any jurisdiction to any person to whom it is unlawful to make an offer or invitation in such jurisdiction and is not intended for distribution to, or use by, any person or entity in any jurisdiction or country where (a) distribution or use of such information would be contrary to law or regulation; or (b) IndiGrid, the Investment Manager, the Project Manager, the Trustee or any of their affiliates would by virtue of such distribution become subject to new or additional registration, licensing or other regulatory requirements. The Units offered in the Issue have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws in the United States, and unless so registered may not be offered or sold within the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and applicable state securities laws. Accordingly, the Units are being offered and sold  outside of the United States in "offshore transactions" as defined in and in reliance on Regulation S under the U.S. Securities Act and the applicable laws of the jurisdiction where those offers and sales are made.

Any person into whose possession the Preliminary Placement Document comes is required to inform himself or herself about and to observe any such restrictions. Neither IndiGrid, the Investment Manager, the Project Manager, the Trustee nor any of their affiliates will be responsible for any loss or damage that could result from interception and interpretation by any third parties of any information being made available to you through this website. IndiGrid, the Investment Manager, the Project Manager, the Trustee and their affiliates cannot and do not guarantee the accuracy, timeliness or completeness of the information being made available to you in the Preliminary Placement Document beyond the date of the Preliminary Placement Document. IndiGrid, the Investment Manager, the Project Manager, the Trustee and their affiliates will not be responsible for any loss to any person or entity caused by any shortcoming, defect or inaccuracy which may have inadvertently or otherwise crept into the website. Neither IndiGrid, the Investment Manager, the Project Manager, the Trustee nor any of their directors, officers and employees will be liable or have any responsibility of any kind for any loss or damage that you incur in the event of any failure or disruption of this website, or resulting from the act or omission of any other party involved in making this website or the data contained therein available to you, or from any other cause relating to your access to, inability to access, or use of the website or these materials. If you are not permitted to view the materials on this website or are in any doubt as to whether you are permitted to view these materials, please exit this webpage.