Definitions of Infrastructure Investment Trusts

Definitions of Infrastructure Investment Trusts :

“Governing board” in case of an LLP shall mean a group of members assigned by the LLP to act in a manner
similar to the board of directors in case of a company.

“Infrastructure” includes all infrastructure sub-sectors as defined vide notification of the Ministry of Finance
dated October 07, 2013 and shall include any amendments or additions made thereof.

“Completed and revenue generating project” means an infrastructure project, which prior to the date of its
acquisition by, or transfer to, the InvIT, satisfies the following conditions, the infrastructure project has –

(i) achieved the commercial operations date as defined under the relevant project agreement including concession agreement, power purchase agreement or any other agreement of a similar nature entered into in relation to the operation of the project or in any agreement entered into with the lenders;

(ii) received all the requisite approvals and certifications for commencing operations; and

(iii) been generating revenue from operations for a period of not less than one year;

“Concession Agreement” means an agreement entered into by a person with a concessioning authority for the purpose of implementation of the project as provided in the agreement.

“Concessioning Authority” means the public sector concessioning authority in PPP projects.

“Eligible Infrastructure Project” means an infrastructure project which, prior to the date of its acquisition by, or transfer to, the InvIT, satisfies the following conditions,–

• For PPP projects,–

(a) the Infrastructure Project is completed and revenue generating, or

(b) the Infrastructure Project is a pre-COD project;

• In non-PPP projects, the infrastructure project has received all the requisite approvals and certifications for commencing construction of the project.

“Follow–On Offer” means offer of units of an InvIT to the public for subscription and includes an offer for sale of InvIT units by an existing unit holder to the public.

“Follow-On Offer Document” means any document by which follow-on offer is made to the public by an InvIT.

“Infrastructure Developer” in case of PPP projects shall mean the lead member of the concessionaire SPV.

“Investment Management Agreement” means an agreement between the trustee and the investment manager
which lays down the roles and responsibilities of the investment manager towards the InvIT.

“PPP Project” means an infrastructure project undertaken on a Public-Private Partnership basis between a
public concessioning authority and a private SPV concessionaire selected on the basis of open competitive
bidding or on the basis of an MOU with the relevant authorities.

“Pre-Cod Project” means an infrastructure project which,–

• has not achieved commercial operation date as defined under the relevant project agreements including

• the concession agreement,

• power purchase agreement or

• any other agreement of a similar nature entered into in relation to the operation of a project or

• any agreement entered into with the lenders; and

• has achieved completion of at least 50% of the construction of the infrastructure project as certified by an independent engineer of such project or expended not less than 50% of the total capital cost set forth in the financial package of the relevant project agreement.

“SPV” Or “Special Purpose Vehicle” means any company or LLP,–

• in which the InvIT holds or proposes to hold controlling interest and not less than 50% of the equity
share capital or interest.
However, in case of PPP projects where such acquiring or holding is disallowed by government or
regulatory provisions under the concession agreement or such other agreement, this clause shall not
apply and shall be apply subject to provisions under proviso to sub-regulation (3) of regulation 12.

• which holds not less than 90% of its assets directly in infrastructure projects and does not invest in other
SPVs; and

• which is not be engaged in any other activity other than activities pertaining to and incidental to the
underlying infrastructure projects;

‘Strategic Investor’ means,–

(a) An infrastructure finance company registered with RBI as a NBFC.

(b) A Scheduled Commercial Bank

(d) A systemically important NBFCs registered with RBI

(e) A foreign portfolio investors,
who together invest not less than 5% the total offer size of the InvIT or such amount as may be specified by SEBI
from time to time;

“Under-Construction Project” means an infrastructure project whether PPP or non-PPP, which has not achieved
commercial operation date as defined under the relevant project agreements including

• the concession agreement,

• Power Purchase Agreement or

• any other agreement of a similar nature entered into in relation to the operation of a project or

• any agreement entered into with the lenders;

“InvIT assets” means assets owned by the InvIT, whether directly or through a SPV, and includes all rights,
interests and benefits arising from and incidental to ownership of such assets.

“Value of the InvIT” means value of the InvIT as assessed by the valuer based on value of the infrastructure
and other assets owned by the InvIT, whether directly or through SPV excluding any debtor liabilities thereof.

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