PROCUREMENT POLICY

PROCUREMENT POLICY

1. PREAMBLE

1.1 The purpose of this Procurement Policy (“Procurement Policy”) is to provide theframework for the selection, financing and procurement of assets, in relation to the Trust.

1.2 This is the Procurement Policy of the Investment Manager to be complied with and implemented by the Investment Manager, on its own behalf, and on behalf of the Trust, only in relation to the performance of its duties in respect of the Trust.For the avoidance of doubt, it is hereby clarified that this Procurement Policy shall not be applicable in relation to the Other Business of the Investment Manager.

2. DEFINITIONS

2.1 “Investment Manager” means Indian Technocrat Limited, a company incorporated under the laws of India, having corporate identity number U74140DL1980PLC010753 and having its registered office at OSE Commercial Block, Hotel Aloft, Asset 5B, Aerocity, Hospitality District, IGI Airport, New Delhi – 110037, India or any other entity that may be appointed (from time to time) as the investment manager of the Trust in accordance with the InvIT Documents.

2.2 “MBFS Unitholders” means multilateral or bilateral development financial institutions or foreign government agencies or sovereign or sovereign related investors, if such entities, directly or indirectly, subscribe to and hold Units of the Trustissued pursuant to (i) the Initial Offer; or (ii) any subsequent primary issuance of Units as per Applicable Law, provided that, at the time of such subsequent primary issuance, the relevant entity continues to hold Unit(s) of the Trust issued to such entity pursuant to the Initial Offer.

3. INTERPRETATIONS

3.1 All terms defined herein shall have the meaning ascribed to such terms under this Procurement Policy and shall not have the meaning ascribed to such term under other InvIT Documents.

3.2 All terms used but not defined herein shall have the meaning ascribed to such terms under the Trust Deed and other InvIT Documents, as applicable.

3.3 References in this Procurement Policy to a specific gender shall be equally applicable to any gender.

4. PUBLIC PRIVATE PARTNERSHIPS AND CONCESSIONS

4.1 In the event the Investment Manager, acting on behalf of the Trustis financing the Project Entities, including either directly or indirectly, involving a private entity operator, or a concessionaire, of a public concession, the beneficiary of such financing shall follow tendering procedures, as per applicable law, in the selection of the concessionaire and of contracts procured by the concessionaire.

5. APPROPRIATE PROCUREMENT METHODS; FAIR MARKET PRICES

5.1 The Investment Manager, acting on behalf of the Trust, shall use, and shall ensure that, the recipients of financing from the Trust, use appropriate procurement methods that ensure a sound selection of goods and services at fair market prices, with capital investments being made in a cost effective manner and with careful procurement planning taking into account the particular needs of the recipient.

5.2 Contracts awarded by the Investment Manager, acting on behalf of the Trustor by a recipient of financing of the Trust are negotiated on an arm’s length basis and are in the best financial interest of the Trustor such recipient, as distinct from the interests of any other party. Where a shareholder of the recipient of the financing of the Trust or one of its affiliates, including parent companies and affiliates of such parent companies, is also a contractor or supplier to the Project, the Investment Manager, acting on behalf of the Trustshall be deemed to be satisfied that the costs are in line with current market prices and the original cost estimates in the operation report, and that the contract conditions are fair and reasonable. The Investment Manager, acting on behalf of the Trustshall not finance costs that exceed market prices.

6. CONCESSIONS

6.1 Concessions of public assets or services and PPPs are subjected to scrutiny by the MBFS Unitholders. The Trustwill only finance and/or enter into a concession agreement with a private entity concessionaire if the Investment Manager is satisfied, that the following criteria have been met:

6.1.1 the process for selecting the concessionaire has been conducted with fairness, transparency and in a competitive manner;

6.1.2 the process was free of corruption and in compliance with all applicable laws and regulations; and

6.1.3 the terms of the concession agreement (price, quality, risk-sharing) are fair and reasonable in relation to market practice in India.

7. COVENANTS

7.1 The Investment Manager, acting on behalf of the Trustshall ensure that the Trust adheres to this Procurement Policy.

7.2 In accordance with the InvIT Documents, at the request of MBFS Unitholders, the Investment Manager shall demonstrate to the MBFS Unitholders to their satisfaction on what basis (i)the Investment Manager, acting on its own behalf and on behalf of the Trust is, and has been in compliance, with this Procurement Policy, in relation to the activities undertaken in respect of the Trustand (ii) the Project Entities are, and have been in compliance,as applicable, with theProcurement Policy in relation to the performance of their duties.

7.3 The Investment Manager shall furnish to MBFS Unitholders a semi-annual report on procurement matters, undertaken by the Investment Manager (on its own behalf and on behalf of the Trust) and the Project Entities, exceeding Rs. 3 crores (Rupees Three Crores Only)and on the implementation of the requirements set out in paragraphs7.1 and 7.2 by it and the Trust, in accordance with the requirements of this Procurement Policy.

8. MISCELLANEOUS

8.1 The Investment Manager shall ensure that its directors, officers, employees or agents, acting on behalf of the Investment Manager (the “Representatives”) agree to comply with this Procurement Policy under their respective terms of employment or contract/engagement with the Investment Manager or as per the instructions or authorizations of the Investment Manager.

8.2 The Investment Manager shall, if required, set up procedures to implement this Procurement Policy. The Investment Manager shall, as may be necessary and as it may deem appropriate, develop and disseminate tools or conduct training for staff to facilitate the implementation of thisProcurement Policy.

8.3 The Representatives shall promptly notify the Investment Manager of their concern that there has been a violation of the ProcurementPolicy, and shall provide reasonable details, as may be requested by the Investment Manager, acting on behalf Trust or the MBFS Unitholders in relation to such violation.

8.4 Any costs arising in relation to the Policies, including but not limited to costs in relation to any consultants, advisors and specialists appointed in accordance with the EHSS Policy and other Mandatory Policies will not be deducted fromthe Management Feeof the Investment Manager. Such external costs shall be separately borne by the Trust and shall be paid within 15 (fifteen) days of presentation of a bill. For the avoidance of any doubt, it is hereby clarified that the appointment of the members of the KMT and other employees of the Investment Manager, except costs in relation to any consultants, advisors and specialists appointed pursuant to the EHSS Policy and other Mandatory Policies as set in the Investment Management Agreement shall be borne by the Investment Manager.

8.5 In the event all MBFS Unitholders cease to be Unitholders of the Trust, the Investment Manager shall ascertain and make recommendations regarding all matters in respect of amendment, discontinuance, termination of all Mandatory Policies and the Trustee or the Investment Manager (as may be applicable) shall ensure that such matters are passed by way of a Simple Majority, in accordance with the Trust Deed.