NDR INVIT Trust Management Discussions

1. INDUSTRY REVIEW

In 2023, India experienced a 15% year-on-year growth in total stock of Grade A and B warehousing space across the top eight cities. By the end of 2023, the overall warehousing space reached 371 million sq. ft., up from 329 million sq. ft. in 2022. Notably, the Grade A stock in India amounted to 187 million sq. ft., reflecting a 5-year compound annual growth rate (CAGR) of 23%. Among these eight major cities, more than half of the warehousing stock is concentrated in the countrys three largest cities: Delhi NCR, Mumbai, and Bengaluru. Growth in the logistics sector was driven by increased mobility amid stable domestic consumption and robust investment demand. Enhanced e-commerce sales, the governments focus on infrastructure projects, and the expansion of the rural market provided a significant boost to the logistics market.

* Top cities include Ahmedabad, Bengaluru, Chennai,

Hyderabad, Kolkata, Mumbai, NCR Delhi and Pune.

Source: JLL Logistics & Industrial

3PL/Logistics has consistently been the largest segment driving warehousing space demand over the years. In 2023, other significant contributors included manufacturing sectors such as Engineering and Auto and ancillaries, which saw a revival in demand post-COVID lockdown. This revival was further reinforced by the governments policies like Make in India. Additionally, demand from the Retail and FMCG sectors remained steady in 2023, fuelled by increasing disposable incomes and consumption- led demand.

Key drivers impacting the industry

Government initiatives and infrastructure development

Government initiatives and infrastructure development are crucial in transforming the logistics industry in India. Efforts aimed at logistics improvement and multi-modal connectivity are particularly impactful. Reforms such as GST and the establishment of free trade logistics parks and warehousing zones have significantly enhanced industrial growth and efficiency.

Shift in global manufacturing

Indias attractiveness as a manufacturing destination has led to a significant global manufacturing shift, with international firms relocating their production to the country. This has resulted in increased demand for warehouses and logistics services. Additionally, the implementation of the Production-Linked Incentive (PLI) scheme has significantly boosted domestic production in India.

Technology-led transformation

The rise of new-age, technology-driven logistics startups leveraging technologies such as IoT, robotics, and AI is driving innovation and competitiveness in the industry. These advancements enhance productivity and overall industry growth. Meanwhile, the flourishing e-commerce sector fuels the demand for large-scale warehousing and distribution centres to accommodate the growing online shopping trend.

Growth in the electric vehicles (EV) and EV components market

The EV ecosystem, encompassing production, technology servicing, batteries, and charging stations, is generating a unique demand for warehouses in Indias urban clusters.

Future trends in the Indian warehousing market

- Rising demand in Tier II cities - Enhanced infrastructure, improved connectivity, a robust consumer base, and growing internet penetration in Tier II and Tier III cities are driving significant interest from both occupiers and developers.

- Last-mile logistics - There is a growing focus on last-mile logistics services as occupiers aim to meet customer expectations and gain a competitive edge in a market where swift deliveries are increasingly demanded.

- ESG to remain in focus - Companies are increasingly prioritising sustainable practices across their value chains and operations. Initiatives such as green logistics, fuel economy improvements, adoption of alternate fuels, and development of smarter, energy-efficient warehouses are becoming integral. Developers are expected to continue prioritising green and sustainable facilities to attract occupiers and enhance their portfolios, aligning with global sustainability goals.

Outlook

Over the next three years, the warehouse capacity in India is forecasted to grow at a CAGR of 12%, reaching 595 million sq. ft. by 2027 Concurrently, Grade A warehouse space is expected to expand at a CAGR of 16%, reaching 345 million sq. ft. by 2027 (Source: JLL).

The global consensus on the partial relocation of manufacturing hubs from China to India and other Asian nations, combined with Indias renewed focus on enhancing its manufacturing capabilities, suggests a promising outlook for sustained growth in the Indian warehousing sector. While global economic and geopolitical factors may impact businesses in India, the countrys strong fiscal position and resilient economy are poised to support stability and growth in the warehousing market.

With the implementation of the National Logistics Policy, states aligning their logistics strategies, and infrastructure initiatives such as PM Gati Shakti, National Infrastructure Pipeline, Dedicated Freight Corridors (DFCs), and Industrial Corridors, India is well-positioned to further strengthen its logistics and warehousing sector. These efforts are aimed at enhancing efficiency and sustainability across the broader economy

2. TRUST OVERVIEW

NDR InvIT Trust, an Infrastructure Investment Trust (InvIT) sponsored by NDR Warehousing Private Limited, is managed by NDR Invit Managers Private Limited as the Investment Manager and NDR Asset Management Private Limited as the Project Manager. The Trust is dedicated to generating quality and sustainable rental income from its existing portfolio while also expanding the portfolio to meet unitholders expectation

3. FINANCIAL REVIEW

	FY 23-24 (E in million)
Revenue from operations	427.20
Other Income	54.70
Total Income	481.90
EBITDA	306.80
Profit for the period/year	184.10

Please note:

• NDR InvIT Trust was registered on March 27, 2023, commenced operations on February 8, 2024 and subsequently listed on February 14, 2024

• Above numbers pertain to 53 days (from the date NDR InvIT Trust began its operations).

• Since the Trust got listed on February 14, 2024, the comparative figures for the year, half year and quarter ended March 31, 2024 are not applicable

4. HUMAN RESOURCE

At NDR InvIT Trust, the focus on human resource development is a continuous process and is demonstrated through various employee engagement initiatives and regular talent management reviews.

We believe in providing a positive work environment that fosters growth and learning. Our unwavering commitment to creating an inclusive workplace has seen us take significant strides to implement best- in-class practices that promote diversity, equity, and inclusion. We strive to create an environment that respects and appreciates the unique contributions of each employee. We prioritise building diverse teams and ensure that every voice is heard, valued, and taken into consideration when making decisions that shape our companys future.

5. INTERNAL CONTROL AND SYSTEMS

NDR InvIT Trust and the Investment Manager has a strong internal control system to manage its operations, financial reporting and compliance requirements. The investment manager has clearly defined roles and responsibilities for all managerial positions. All the business parameters are regularly monitored, and effective steps are taken to control them. Regular internal audits are undertaken to ensure that responsibilities are executed effectively. The audit committee of the Board of Directors of Investment Manager periodically reviews the adequacy and effectiveness of internal control systems and suggests improvements to further strengthen them.

PROJECT WISE DETAILS OF THE ASSETS OF THE TRUST

Sr No	Asset Name	Completed Area (msf)	Under Construction (msf)	FD (msf)	Total (msf)	Valuation amount (E Mn)	%
1	NDR Vanshil Uluberia (Kolkata)	1.15	-	1.15	3,035.00	3,035.00	5.95
2	NDR Poochi (Chennai)	1.28	-	1.28	3,011.00	3,011.00	5.91
3	NDR Sri Amruthalingeswara (Chennai)	0.99	-	0.99	2,958.00	2,958.00	5.80
4	NDR Valiant Hcross (Bengaluru)	0.93	0.10	1.03	3,035.00	3,035.00	5.95
5	NDR Forefront JNPT (Mumbai)	0.70	-	0.70	2,628.00	2,628.00	5.16
6	NDR Varama Sir (Goa)	0.38	0.75	1.13	2,858.00	2,858.00 *	5.61
7	NDR Bilaspur (NCR)	0.77	-	0.77	2,484.00	2,484.00	4.87
8	NDR Svahgraha Koduvali (Chennai)	0.63	-	0.63	1,986.00	1,986.00	3.90
9	NDR Broadview (Coimbatore)	0.62	-	0.62	1,848.00	1,848.00	3.63
10	NDR Goa Space Verna (Goa)	0.46	-	0.46	1,960.00	1,960.00	3.85
11	NDR Seahorse Ponneri (Chennai)	0.74	-	0.74	1,703.00	1,703.00	3.34
12	NDR AVG Sarita Vihar (NCR)	0.13	0.09	0.21	1,666.00	1,666.00	3.27
13	NDR Safestore Oragadam (Chennai)	0.38	-	0.38	1,488.00	1,488.00	2.92
14	NDR Hoskote (Bengaluru)	0.47	-	0.47	1,435.00	1,435.00	2.82
15	NDR Svahgraha Sricity	-	0.53	0.53	1,529.00	1,529.00	3.00
16	NDR Pagalmedu (Chennai)	0.47	0.39	0.86	1,895.00	1,895.00	3.72
17	NDR Factor (Coimbatore)	0.43	-	0.43	1,435.00	1,435.00	2.82
18	NDR Fabio Irungattukottai (Chennai)	0.36	-	0.36	1,316.00	1,316.00	2.58
19	NDR Angadu (Chennai)	0.37	-	0.37	1,184.00	1,184.00	2.32
20	NDR Bhadra Malur (Bengaluru)	0.37	-	0.37	1,187.00	1,187.00	2.33
21	NDR Kautilya Hoskote (Bengaluru)	0.39	-	0.39	1,165.00	1,165.00	2.29
22	NDR OKM (Coimbatore)	0.38	-	0.38	1,131.00	1,131.00	2.22
23	NDR Storehouse Talegoan (Pune)	0.30	-	0.30	1,153.00	1,153.00	2.26
24	NDR Raghudevpur (Kolkata)	0.27	-	0.27	889.00	889.00	1.74
25	NDR Kalambsure (Mumbai)	0.24	-	0.24	781.00	781.00	1.53
26	NDR LSA (NCR)	-	0.35	0.35	1,086.00	1,086.00	2.13
27	NDR Sohna Road (NCR)	-	0.35	0.35	743.00	743.00	1.46
28	NDR Ettimadai (Coimbatore)	0.34	-	0.34	757.00	757.00	1.49
29	NDR Bhiwandi (Mumbai)	0.21	-	0.21	673.00	673.00	1.32
30	NDR Distribution (Coimbatore)	0.20	-	0.20	575.00	575.00	1.13
31	NDR Distribution (Chhatrapati Sambhajinagar)	0.21	0.04	0.25	576.00	576.00	1.13
32	NDR Ennore (Chennai)	0.13	-	0.13	406.00	406.00	0.80
33	NDR Puducherry	0.09	-	0.09	391.00	391.00	0.77
	Total	14.37	2.59	16.96**	50,967.00	50,967.00	100.00

msf- million square feet

* The Valuation of NDR Varama Sir (Goa) of C2,858 Mn represents 74% value of the Subject Property - stake proposed to be acquired by NDR InvIT Trust

"Valuation Report includes 0.07 mn sq ft area of parking space

SPV WISE REVENUE FROM OPERATIONS DURING THE PERIOD

Particulars	Amount
Broadview Constructions and Holdings Private Limited	21.59
Fabio Beverages Private Limited	12.56
Forefront Logistics Private Limited	24.85
Kautilya Warehousing Private Limited	12.08
NDRAVG Business Park Private Limited	8.54
NDR Bhadra Estates Private Limited	14.74
NDR Distribution Centers Private Limited	9.66
NDR Factor Private limited	11.47
NDR Goaspace Private Limited	20.71
NDR Plantations Private Limited	13.30
NDR Safe Store Private Limited	15.28
NDR Store House Private Limited	12.52
NDR Vanshil Warehouse Park Private Limited	33.18
Seahorse Distribution and Freight Services Private Limited	18.81
Sri Amruthalingeswara Warehousing Private Limited	29.01
Svahgraha Constructions And Holdings Private Limited	23.14
Valiant Amrut India Infra Private Limited	28.53
Varama SIR (India) Logistic & Infrastructure Private Limited	15.36
Nasda Infra Private Limited	101.76
LSA Warehousing Solutions Private Limited	-
Total*	427.09

•Revenue from operation does not include income of H0.9 million of the InvIT.

VALUATION OF ASSETS AND NAV (CONSOLIDATED)

Valuation Approach	Book Value (E Million)	Fair Value (E Million)
Total Assets	45,363.64	56,505.50
Total Liabilities	7,067.21	7,067.21
Net Assets	38,296.43	49,438.29
Nos of units	38,50,00,000	38,50,00,000
NAV Per Units (C)	99.47	128.41

BORROWINGS & REPAYMENT OF BORROWINGS

Standalone: NIL Consolidated:

Particulars	Opening Balance*	Received during the year	Repaid during the year	Closing Balance
Secured Loan	10,447.92	218.00	6,718.09	3,947.83

*Opening balance of Secured Loan of SPVs as on Acquisition date (i.e 08^th February 2024)

Debt Maturity Profile

Sr. No.	Financial Year	Amount
1	FY 2024-2025	216.48
2	FY 2025-2026	984.11
3	FY 2026-2027	743.95
4	FY 2027-2028	207.05
5	FY 2028-2029	231.75
6	FY 2029-2030	253.96
7	FY 2030-2031	282.33
8	FY 2031-2032	224.84
9	FY 2032-2033	238.35
10	FY 2033-2034	260.39
11	FY 2034-2035	259.18
12	FY 2035-2036	45.44
Total		3,947.83

DETAILS REGARDING THE MONIES LENT BY THE INVIT TO THE SPECIAL PURPOSE VEHICLE IN WHICH IT HAS INVESTMENT IN

Unsecured Loans (Net) to SPVs

Sr. No.	Financial Year	Amount
1	Broadview Constructions and Holdings Private Limited	317.20
2	Fabio Beverages Private Limited	383.90
3	Forefront Logistics Private Limited	318.01
4	Kautilya Warehousing Private Limited	441.89
5	NDRAVG Business Park Private Limited	646.02
6	NDR Bhadra Estates Private Limited	358.48
7	NDR Distribution Centers Private Limited	367.06
8	NDR Factor Private limited	100.89
9	NDR Goaspace Private Limited	1,186.65
10	NDR Plantations Private Limited	17.49
11	NDR Safe Store Private Limited	520.20
12	NDR Store House Private Limited	312.73
13	NDR Vanshil Warehouse Park Private Limited	1,732.78
14	Seahorse Distribution and Freight Services Private Limited	309.98
15	Sri Amruthalingeswara Warehousing Private Limited	393.90
16	Valiant Amrut India Infra Private Limited	759.26
17	Varama SIR (India) Logistic & Infrastructure Private Limited	484.69
18	Nasda Infra Private Limited	0.38
19	LSA Warehousing Solutions Private Limited	143.15
Total		8,794.66

DETAILS OF ALL RELATED PARTY TRANSACTIONS DURING THE PERIOD, VALUE OF WHICH EXCEEDS FIVE PERCENT OF VALUE OF INVIT (ASSETS)

Particulars	Amount
Transactions with Related Parties during the period
Project Management Services
NDR Asset Management Private Limited (previously Known as NDR REIT Management Services Private Limited)	2.25
Staffing Service Charges
NDR Asset Management Private Limited (formerly Known as NDR REIT Management Services Private Limited)	59.35
Professional & Consultancy
NDR Asset Management Private Limited (previously Known as NDR REIT Management Services Private Limited)	86.00
Investment Manager Fees
NDR Invit Managers Private Limited	7.30
Bank Charges
Axis Bank Limited	0.00
Interest on Term Loan
Axis Bank Limited	11.75
FD Income
Axis Bank Limited	1.53
Rental Charges
Naidu Amrutesh Reddy	1.33
Advances received
NDR Warehousing Private Limited	24.52
Advances repaid
NDR Warehousing Private Limited	24.52
Advances given
NDR Big Box Pvt Ltd	0.19
NDR Space Private Limited	0.10
Term Loans disbursed
Axis Bank Limited	19.44
Particulars	Amount
Outstanding balance at the period end
Trade Payables
NDR Asset Management Private Limited (formerly Known as NDR REIT Management Services Private Limited)	30.39
NDR Invit Managers Private Limited	81.25
Security Deposit receivable
Vanshil NDR Warehouse Hub LLP	58.40
NDR Vanshil Warehouse Logistics Park LLP	129.24
N Amrutesh Reddy	336.08
Advances receivable
NDR Warehousing Private Limited	255.68
Bank Balances
Axis Bank Limited	125.1
Fixed Deposits
Axis Bank Limited	443.91
Term Loans
Axis Bank Limited	433.48

SPONSOR, INVESTMENT MANAGER, TRUSTEE,

VALUER, DIRECTORS OF THE TRUSTEE OR INVESTMENT MANAGER OR SPONSOR, ETC. (PARTIES TO THE INVIT)

The Board of directors of NDR Warehousing Private Limited are as follows:

Sr. No.	Name	DIN
1.	Naidu Amrutesh Reddy	00898556
2.	Ramdas Ramakrishnan Iyer	03029948

*Mr. Ritesh Vohra have ceased to be Director from 05.02.2024

The Board of Directors of the Axis Trustee Services Limited Trustee, are as follows:

Sr. No.	Name	DIN
1.	Deepa Rath	09163254
2.	Sumit Bali	02896088
3.	Prashant Ramrao Joshi	08503064

*Mr. Rajesh Dahiya and Mr. Ganesh Sankaran have ceased to be Directors of ATSL w.e.f. January 15, 2024.

*Mr. Sumit Bali and Mr. Prashant Joshi have been appointed as Directors of ATSL w.e.f. January 16, 2024.

The Board of directors of NDR Invit Managers Private Limited are as follows:

Sr. No.	Name	DIN
1.	M.S. Sundara Rajan	00169775
2.	Naidu Amrutesh Reddy	00898556
3.	Brinda Jagirdar	06979864
4.	Ramdas R Iyer	03029948
5.	Ritesh Vohra	01259544
6.	G. K. Ravishankar	07624219

The Board of Directors of NDR Asset Management Private Limited are as follows:

Sr. No.	Name	DIN
1.	Raj Srinivasan	07329147
2.	Ramachandran Rajaram	10574435

*Mr. Raj Srinivasan is appointed as additional director w.e.f. from 29.02.2024 and Mr. Ramachandran Rajaram are appointed as additional director with effect from 02.04.2024.

* Mr. Naidu Amrutesh Reddy have ceased to be Directors with effect from 29.02.2024 and Mr. Ramdas R Iyer have ceased to be Directors with effect from 02.04.2024

BOARD COMMITTEES OF INVESTMENT MANAGER

In compliance with both the mandatory and non - mandatory requirements under all the applicable laws, your Investment Manager constituted the following Committees:

i. Audit Committee.

ii. Nomination and Remuneration Committee

iii. Stakeholders Relationship Committee

iv. Risk Committee

v. Investment Committee

vi. InvIT Committee

The Composition of the Committees is as follows:

Audit Committee

Name	Designation
Mr. M.S. Sundara Rajan	Chairperson
Mr. Naidu Amrutesh Reddy	Member
Mr. G K Ravishankar	Member

Nomination and Remuneration Committee

Name	Designation
Mr. M.S. Sundara Rajan	Chairperson
Ms. Brinda Jagirdar	Member
Mr. G.K. Ravishankar	Member

Stakeholders Relationship Committee

Name	Designation
Dr. Brinda Jagirdar	Chairperson
Mr. Ramdas R Iyer	Member
Mr. G.K. Ravishankar	Member
Risk Committee
Name	Designation
Mr. Naidu Amrutesh Reddy	Chairperson
Mr. Ramdas R Iyer	Member
Mr. G.K. Ravishankar	Member
Investment Committee
Name	Designation
Mr. M.S. Sundara Rajan	Chairperson
Mr. Naidu Amrutesh Reddy	Member
Dr. Brinda Jagirdar	Member
Mr. Ritesh Vohra	Member
> Mr. G. K. Ravishankar	Member
InvIT Committee
Name	Designation
Mr. M.S. Sundararajan	Chairperson
Mr. Naidu Amrutesh Reddy	Member
Mr. Ramdas R Iyer	Member

Investor complaints for the Financial Year ended March 31,2024

Complaints	All complaints including	SCORES complaints
Number of investor complaints pending at the beginning of the year.	0	0
Number of investor complaints received during the year.	0	0
Number of investor complaints disposed of during the year.	0	0
Number of investor complaints pending at the end of the year.	0	0
Average time taken for redressal of complaints	NA	NA

UNIT HOLDING PATTERN OF NDR INVIT TRUST AS ON MARCH 31, 2024

Category of Unit holder	No. of units Held	As a % of Total Outstanding Units	No. of units mandatorily held		Number of units pledged or otherwise encumbered
			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	60,31,292	1.57%	60,31,292	100%	0	0%
(b) Central/State Govt.
(c) Financial Institutions/ Banks
(d) Any Other (specify)	14,94,85,557	38.82%	14,94,85,557	100%	0	0%
Sub- Total (A) (1)	15,55,16,849	40.39%	15,55,16,849	100%	0	0%
(2) Foreign
(a) Individuals (Non Resident Indians / Foreign Individuals)
(b) Foreign government
(c) Institutions
(d) Foreign Portfolio Investors
(e) Any Other (specify)
Sub- Total (A) (2) Total unit holding of Sponsor & Sponsor Group
(A) = (A)(1) +(A)(2)	15,55,16,849	40.39%	15,55,16,849	100%	0	0%
(B) Public Holding
(1) Institutions
Mutual Funds
(a) Financial Institutions/ Banks
(b) Central/Stat e Govt.
(c) Venture Capital Funds
(d) Insurance Companies	1,66,00,000	4.31%	0	0%	0	0%
(e) Provident/pension funds
(f) Foreign Portfolio Investors
(g) Foreign Venture Capital investors
(h) Any Other (specify)	14,61,54,798	37.96%	8,76,24,644	59.95%	0	0%
Sub- Total (B) (1)	16,27,54,798	42.27%	8,76,24,644	59.95%	0	0%
(2) Non-Institutions
(a) Central Government/State Governments(s) /President of India
(b) Individuals	6,67,28,353	17.33%	5,38,78,353	80.74%	0	0%
(c) NBFCs registered with RBI
(d) Any Other (specify)
Sub- Total (B) (2) Total Public Unit holding	6,67,28,353	17.33%	5,38,78,353	80.74%	0	0%
(B) = (B)(1)+(B)(2)	22,94,83,151	59.60%	14,15,02,997	61.66%	0	0%
Total Units Outstanding (C) = (A) + (B)	38,50,00,000	100.00 %	29,70,19,846	77.15%	0	0%

PERFORMANCE OF THE INVIT WITH RESPECT TO DISTRIBUTIONS, UNIT PRICE & YIELD

The Investment Manager has adopted the Distribution Policy to ensure proper, accurate and timely distribution to the unitholders of NDR InvIT Trust. The Distributable cashflow of NDR InvIT Trust is calculated in accordance with the Distribution Policy, InvIT Regulations including any circular, notification or guidance issued thereunder.

Particulars	Financial year 2023-24 (Amount per unit in E)
Interest	0.374
Capital Repayment	0.627
Total	1.002

UNIT PRICE QUOTED ON THE EXCHANGE AT THE BEGINNING AND END OF THE FINANCIAL YEAR, THE HIGHEST AND LOWEST UNIT PRICE AND THE AVERAGE DAILY VOLUME TRADED DURING THE FINANCIAL YEAR

Particulars	Amount per unit in E
Price at the beginning of Financial Year (14-Feb-2024)	104.00
Price at the end of Financial Year	101.30
Highest during the year 52 Week High (27-Feb-2024)	104.00
Lowest during the year 52 Week Low (01-Mar-2024)	100.35

BRIEF DETAILS OF MATERIAL LITIGATIONS AND REGULATORY ACTIONS

Title disclosures (including title litigation) pertaining to the Project SPVs and the Sponsor

i. N.D.R. Plantations Private Limited ("NDRPPL")

A suit dated September 28, 2016 was filed by Vanitha H., Ramya H. and Chinamma (“Plaintiffs") under Order VII Rules 1 and 2 of the Civil Procedure Code, before the II Additional Senior Civil Judge, Bengaluru Rural District (the “Trial Court"), against NDRPPL, Andhra Bank Financial Services Limited (“ABFSL"), and two third-party individuals, namely, Narayanaswamy, and Manjunath (the “Defendants") in relation to sale of land underlying NDR Hoskote (Bengaluru) to NDRPPL admeasuring 2 acres and 26 ghuntas, situated at Nidaghatta Village, Jadigenahalli Hubli, Hoskote Taluk, Bengaluru Rural District (“Scheduled Property"), seeking, inter alia, to declare illegal, void ab initio and non-binding on the Plaintiffs the registered sale deed dated April 17, 1974 executed by Muniyappa S., father of Narayanaswami and Manjunath, in favour of their mother, the partition deed dated April 26, 2005 effected by Naryanaswamy and Manjunath amongst themselves, the registered sale deed dated December 21, 2006 executed by Narayanswamy and

Manjunath in favour of NDRPPL, and the mortgage deed dated June 14, 2010 executed by NDRPPL in favour of ABFSL. On November 5, 2022, the Trial Court passed an order of disposal and transfer of case to the court of Senior Civil Judge and JMFC, Hoskote Bengaluru Rural District (the “Senior Civil Judge"). The matter is currently pending before the Senior Civil Judge.

A suit dated December 18, 2020 was filed by Rathnamma (“Plaintiff") under Order VII, Rules 1 and 2 of the Civil Procedure Code, along with an application for temporary injunction under Order XXXIX Rules 1 and 2 read with Section 151 of the Civil Procedure Code, before the Court of Principal Senior Civil Judge, Bangalore Rural District (the “Court") against NDRPPL and four third-party individuals, namely, Muniyappa, Krishnappa M., Narayanaswamy and Krishnappa R., (the “Defendants") seeking, inter alia, a decree of partition and separate possession of the Plaintiffs portion of the property under dispute admeasuring 35 ghuntas and situated at survey no. 125, Nidaghatta Village, Jadigenahalli Hubli, Hoskote Taluk, Bengaluru Rural District (“Scheduled Property") and a declaration that the registered sale deed dated December 12, 2006, executed by Muniyappa, Krishnappa M., and Narayanaswamy in favour of NDRPPL with regards to the Scheduled Property is illegal and not binding on the Plaintiffs, and to restrain NDRPPL and any of its agents from creating any third-party rights in the Scheduled Property under dispute until the disposal of the suit. NDRPPL filed its written statement in the suit on July 13, 2022, along with an application of even date for rejection of the plaint under Order VII Rule 11 of the Civil Procedure Code,, before the Court of the VI Additional Senior Civil Judge at Bangalore Rural District. NDRPPL argued that the Plaintiffs were not in possession of the Scheduled Property, and that the registered sale deed executed between the Defendants and NDRPPL was entered into legally and in good faith, and that plaint is liable to be rejected due to misjoinder and non-joinder of relevant parties and being barred by limitation. The matter has been disposed of by the Court and has been transferred to the VIII Additional Senior Civil Judge and JMFC, Hosakote (the “Senior Civil Judge") vide order dated November 10, 2022. The matter is currently pending before the Senior Civil Judge.

ii. NDR Safestore Private Limited ("NDR SSPL")

A suit dated December 16, 2022 was filed by S. Thangaraj and Sarala (the “Plaintiffs") under Order VII Rules 1 and 2 of the Civil Procedure Code, before the District Munsif Court at Sriperumbudur, Tamil Nadu (the “ District Court"), against NDR SSPL and other third-party individuals, namely M. Velu and the SubRegistrar, Walajabad - Kanchipuram District, seeking,

inter alia, a declaration that the registered sale deed dated February 11, 2021, executed by M. Velu in favour of NDR SSPL, for sale of a larger property underlying NDR Safestore Oragadam (Chennai) of which a portion was owned by the Plaintiffs, is illegal and not binding on the Plaintiffs. Further, the Plaintiff and NDR SSPL has entered into a joint compromise memo dated July 19, 2023. The District Court is yet to take on record the joint compromise memo entered between the Plaintiffs and the Sponsor and the matter is currently pending before the District Court.

iii. Valiant Amrut India Infra Private Limited ("VAIIPL")

A suit dated December 13, 2022 was filed by Krishne Gowda (the “Plaintiff") under Order VII Rules 1 and 2, read with Section 151 of the Civil Procedure Code, along with an application for temporary injunction under Order XXXIX Rules 1 and 2 read with Section 151 of the Civil Procedure Code, before the Court of Senior Civil Judge and JMFC, Sidlaghatta (the “Trial Court"), against VAIIPL and Green Nation Builders & Developers Private Limited, together through their partner, Saad Salman, and other third- party individuals, namely, Bathale Gowda, Balaji, Narasimha Murthy, Shobarani, Jagadish, Syed Noor Rafiulla and Manjunath V. (the “Defendants"), in relation to the Property, seeking, inter alia, an order for permanent injunction restraining the Defendants from interfering with the Plaintiffs peaceful possession and enjoyment of the Property, and for declaration that the registered sale deed dated October 25, 2019 executed by Jagadish in favour of Syed Noor Rafiulla, and the registered sale deed dated February 4, 2022 executed by Syed Noor Rafiulla in favour of Saad Salman (who in turn conveyed the Property under dispute to VAIIPL), both in relation to the property admeasuring 15 acres situated in survey no. 169 of Haradi village, Jangamakote, Hobli, Sidhlaghatta Taluk, Chikkaballapura District, Karnataka (the “Property"), are void and not binding on the Plaintiff. The Trial Court passed an order dated January 4, 2023, dismissing the application of temporary injunction filed by the Plaintiff. Thereafter, the Plaintiff preferred an appeal before the High Court of Karnataka at Bengaluru (the “High Court") against the order of the Trial Court. The High Court, vide its order dated March 31, 2023, granted the appeal preferred by the Plaintiff, modified the order of the Trial Court to grant temporary injunction against VAIIPL, stating that any construction put up by VAIIPL on the Property would be subject to the final outcome of the suit and the Defendants would not be able to claim any equity in this regard, and directed the Trial Court to dispose of the matter expeditiously within six months from the date of the order. The matter is currently pending before the Trial Court.

A related suit dated August 3, 2020 was filed by Bathale Gowda, Balaji and Narasimhamurthy before the Trial Court against Saad Salman, the partner and representative of Green Nation Builders & Developers and VAIIPL, and other third-party individuals, namely, K. Jagadish, Syed Noor Rafiulla, Hemanth Kumar and Shobarani under Order VII Rules 1 and 2, read with Section 151 of the Civil Procedure Code, along with an application for temporary injunction against the abovenamed defendants, restraining the defendants from constructing on the Property. The matter is pending before the Trial Court.

A related suit dated September 11, 2020 was filed by Krishne Gowda and M. Prakash against Bathale Gowda and Hemanth Kumar before the Trial Court for final decree proceedings for allotment of their respective shares in the Property. The matter is posted for hearing on application for appointment of court commissioner. The matter is currently pending before the Trial Court.

iv NDR Distribution Centre Private Limited

OS . 21/2019 was filed by M/s . Pittappillil stores (Plaintiff) in the Sub Court of Muvattupuzha. The brief history is that the Plaintiff had placed an order to purchase some goods from the First Defendant Mr. Raja and the plaintiff had transferred an amount of H25,00000/- on11/7/2018 but the First Defendant did not supply the goods and hence suit was filed for recovery of the amount paid and a Petition to attach the property of the First Defendant in Coimbatore.

Meanwhile the first defendants Property in Coimbatore was also pledged with the Tamil Nadu Mercantile Bank, the Authorised Signatory of the bank is arrayed as the Second Defendant. Subsequently due to non-payment of Loan, the bank had attached the property under SARFAESI Act and later put it for auction. We had taken the property in the auction and have been in possession of the property. Mr. Srinivasan authorized Signatory of NDR Distribution Centre Private Limited was arrayed as the third additional defendant. We, NDR have acquired the property legally after complying with all requirements under SARFAESI Act. Moreover, the Bank had the first right over the Property.

We have filed our written statement. The next date of hearing has not been pronounced.

v. NDR Warehousing Private Limited in respect of NDR Poochi (Chennai), which was demerged to NASDA Infra Private Limited

A suit was filed in 2010 by Subban and Angu Muttu (the “Plaintiffs") under Order VII Rule 1 of the Civil Procedure Code, along with an application under Order XXIX Rule 1 and 2 of the Civil Procedure Code, before the District Court Munsif cum Judicial Magistrate at Uthukottai Tamil Nadu (the “District Court"), against the Sponsor seeking, inter alia, declaration of title and consequential permanent injunction restraining the Sponsor and any of its agents from interfering with the peaceful possession of the Plaintiffs of the property under dispute; i.e. the land underlying NDR Poochi (Chennai). The Sponsor filed its written statement in the suit on January 31, 2012, arguing that it is the bona fide owner of a larger property under which lies the property under dispute, that it had validly purchased the larger property, and that the property has been under its possession. The District Court passed an ex parte order on August 1, 2015 declaring the Plaintiffs as title-holders of the property under dispute and granting injunction against the Sponsor and any of its agents as sought by the Plaintiffs. The Sponsor had filed an application dated March 10, 2021 before the District Court to set aside the ex parte order dated August 1, 2015, which the District Court was pleased to grant.. Further, the Plaintiff and the Sponsor has entered into a joint compromise memo dated October 3, 2023. The District Court is yet to take on record the joint compromise memo entered between the Plaintiffs and the Sponsor and the matter is currently pending before the District Court.

Litigation involving the Trust

There are no material litigations and regulatory actions pending against the Trust.

Litigation involving the Investment Manager

There are no material litigations and regulatory actions pending against the Investment Manager.

Litigation involving the Project Manager

There are no material litigations and regulatory actions pending against the Project Manager.

Litigation involving the Sponsor

Except as disclosed, there are no material litigations and regulatory actions pending against the Sponsor.

Litigation involving Project SPVs

Except as disclosed , there are no material litigations and regulatory actions pending against the SPVs.

RISK FACTORS

Please refer to page 21 and 61 for more details.

CONTACT PERSON OF THE TRUST

Key Managerial Team

Mr. Sandeep Jain, Chief Financial Officer Mr. Krishnan Iyer, Chief Executive Officer Ms. Neha Chovatia, Company Secretary &

Compliance Officer

The Investment Manager - NDR Invit Managers Private Limited

Registered office:

Ground Floor, KHIL House,

Orchid Hotel compound,

Vile Parle (East)

Mumbai 400 099 Maharashtra, India Tel: +91 22 2610 1040 Email: compliance@ndrinvit.com

CREDIT RATING

CARE Ratings has assigned rating of CARE AAA with Stable outlook.

India Ratings has assigned rating of IND AAA with Stable outlook.

Annexure A

Summary of Valuation Report

Joshi Consultants And Valuers, hereinafter referred to as the Valuer (Valuer Registration Number: IBBI/ RV/02/2018/10129), represented by Mr. Abhishek Joshi has been appointed by NDR Invit Manager Private Limited (the Client) in its capacity as the Investment Manager of NDR InvIT Trust as an independent valuer as defined under Regulation 2 (zzf) of the SEBI InvIT Regulations to advice upon the Market Value (MV) of assets proposed to be held directly or indirectly by NDR InvIT Trust in terms of the SEBI InvIT Regulations (hereinafter collectively referred as “Subject Properties" and individually referred as the Subject Property) located across NCR, Haryana, West Bengal, Maharashtra, Tamil Nadu, Andhra Pradesh, Puducherry, Karnataka and Goa. The Subject Properties to be valued are proposed to be transferred to the NDR InvIT Trust set up under the SEBI InvIT Regulations.

Anarock Property Consultants Private Limited, hereinafter referred to as Anarock has been instructed by the Valuer to be the Industry Assessment Service Provider for providing market intelligence to the Valuer. The Valuer has utilized the market intelligence provided by Anarock to arrive at the Market Value of the respective assets as per the Securities and Exchange Board of India (Infrastructure Investment Trusts) Regulations, 2014, as amended ("SEBI (InvIT) Regulations, 2014").

APPROACH AND METHODOLOGY ADOPTED

Based on a detailed review of the leases for the respective Subject Assets, we noted that a large number of leases at these properties were executed at rent prevalent at the time of signing of such leases or at a discount to prevailing market rental (for a few tenants). Since the real estate industry is dynamic and is influenced by various factors (such as existing supply, tenants looking at spaces, grade of development available in the market, overall health of the economy, existing rent, future growth plans, etc.) at a particular point in time, negotiated rent may tend to move away from the prevalent market rent over a period of time. It has also been witnessed that the market rent for some properties or submarkets increase or decrease at a rate significantly different from those agreed to in initial leases. These factors reinforce the need to review each of these leases in isolation to assess the intrinsic value of the property under review.

Considering the objective of this exercise and the nature of assets involved, the value of the Subject Assets has been assessed through the Discounted Cash Flow Method (using rent reversion approach).

Valuation Summary of Subject Properties

Development Name		Interest Valued	Total Leasable Area (msf)	Dock Area (msf)	Leasable Area Developed (msf)	Under Construction Area (msf)***	% of stake proposed to be acquired by NDR InvIT Trust	Opinion on Market Value (OMV) (E Mn)
NDR Bilaspur (NCR)		Freehold	0.77	0.00	0.77	0.00	100%	2,484
NDR AVG Sarita Vihar (NCR)		Leasehold	0.21	0.00	0.21	0.00	100%	1,666
NDR Sohna Road (NCR)		Freehold	0.35	0.00	0.00	0.35	100%	743
NDR LSA (NCR)		Freehold	0.35	0.00	0.00	0.35	100%	1,086
NDR Broadview (Coimbatore)		Freehold	0.62	0.00	0.62	0.00	100%	1,848
NDR Distribution
(Coimbatore)		Freehold	0.20	0.00	0.20	0.00	100%	575
NDR Factor (Coimbatore)		Freehold	0.43	0.00	0.43	0.00	100%	1,435
NDR Ennore (Chennai)		Freehold	0.13	0.00	0.13	0.00	100%	406
NDR Ettimadai (Coimbatore)		Freehold	0.34	0.10	0.24	0.00	100%	757
NDR Valiant Hcross (Bengaluru)		Freehold	1.03	0.00	0.93	0.10	100%	3,035
NDR Kautilya Hoskote (Bengaluru)		Freehold	0.39	0.00	0.39	0.00	100%	1,165
NDR Hoskote (Bengaluru)		Freehold	0.47	0.00	0.47	0.00	100%	1,435
NDR Fabio Irungatukottai (Chennai)		Freehold	0.36	0.00	0.36	0.00	100%	1,316
NDR Svahgraha Koduvali (Chennai)		Freehold	0.63	0.00	0.63	0.00	100%	1,986
NDR Puducherry		Freehold	0.09	0.00	0.09	0.00	100%	391
NDR OKM (Coimbatore)		Freehold	0.38	0.00	0.38	0.00	100%	1,131
NDR Safestore Oragadam (Chennai)		Freehold	0.37	0.01	0.36	0.00	100%	1,488
NDR Seahorse Ponneri (Chennai)		Freehold	0.74	0.33	0.41	0.00	100%	1,703
NDR Poochi (Chennai)		Freehold	1.28	0.39	0.88	0.00	100%	3,011
NDR Sri Amruthalingeswara (Chennai)		Freehold	0.99	0.00	0.99	0.00	100%	2,958
NDR Angadu (Chennai)		Freehold	0.37	0.05	0.32	0.00	100%	1,184
Development Name	Interest Valued		Total Leasable Area (msf)	Dock Area (msf)	Leasable Area Developed (msf)	Under Construction Area (msf)***	% of stake proposed to be acquired by NDR InvIT Trust	Opinion on Market Value (OMV) (E Mn)
NDR Svahgraha Sri City	Freehold		0.53	0.00	0.00	0.53	100%	1,529
NDR Pagalmedu (Chennai)	Freehold		0.86	0.00	0.33	0.53	100%	1,895
NDR Bhadra Malur (Bengaluru)	Freehold		0.37	0.00	0.37	0.00	100%	1,187
NDR Raghudevpur (Kolkata)	Freehold		0.27	0.06	0.21	0.00	100%	889
NDR Vanshil Uluberia (Kolkata)	Freehold		1.15	0.16	0.98	0.00	100%	3,035
NDR Distribution (Chhatrapati Sambhajinagar)	Freehold		0.25	0.00	0.21	0.04	100%	576
NDR Goa Space Verna (Goa)	Freehold		0.46	0.00	0.46	0.00	100%	1,960
NDR Varama Sir (Goa)	Leasehold		1.19	0.04	0.34	0.81	74%	2,858*
NDR Forefront JNPT (Mumbai	Freehold		0.70	0.00	0.70	0.00	100%	2,628
NDR Kalambusare (Mumbai)	Leasehold		0.24	0.00	0.24	0.00	100%	781
NDR Bhiwandi (Mumbai)	Freehold		0.21	0.00	0.21	0.00	100%	673
NDR Storehouse Talegaon (Pune)	Leasehold		0.30	0.00	0.30	0.00	100%	1,153
Total			17.03**	1.14	13.16	2.71	-	50,967

*The Valuation of NDR Varama Sir (Goa) of C2,858 Mn represents 74% value of the Subject Property - stake proposed to be acquired by NDR InvIT Trust.

** Valuation Report includes 0.07mn sq ft area parking space *** Under construction includes future development

For the complete valuation report, please refer:

https://cdn.prod.website-files.com/655e222dea1ce803df0436bc/6659bd08ea36060db1e1d5c3_Valuation%20 report%20FY%202023-24. pdf

VALUATION OF ASSETS AND NAV (CONSOLIDATED)

Valuation Approach	Book Value (E Million)	Fair Value (E Million)
Total Assets	45,363.64	56,505.50
Total Liabilities	7,067.21	7,067.21
Net Assets	38,296.43	49,438.29
Nos of units	38,50,00,000	38,50,00,000
NAV Per Units (C)	99.47	128.41