#1IndiGrid Investor Presentation Q2 FY 18#2Disclaimer This presentation is prepared and issued by Sterlite Investment Managers Limited (the "Investment Manager") on behalf of and in its capacity as the investment manager of India Grid Trust ("IndiGrid") for general information purposes only without regards to specific objectives, financial situations or needs of any particular person and should not be construed as legal, tax, investment or other advice. This presentation is not a prospectus, a statement in lieu of a prospectus, an offering circular, an offering memorandum, an advertisement, an offer or an offer document under the Companies Act, 2013, the Securities and Exchange Board of India (Infrastructure Investment Trusts) Regulations, 2014, as amended, or any other applicable law in India. This presentation does not constitute or form part of and should not be construed as, directly or indirectly, any offer or invitation or inducement to sell or issue or an offer, or any solicitation of any offer, to purchase or sell any securities. This presentation should not be considered as a recommendation that any person should subscribe for or purchase any securities of: (i) IndiGrid or its portfolio assets (being, Sterlite Grid 1 Limited, Bhopal Dhule Transmission Company Limited and Jabalpur Transmission Company Limited) (collectively, the "IndiGrid Group"), or (ii) its Sponsor (being Sterlite Power Grid Ventures Limited) or subsidiaries of the Sponsor (collectively, the "Sponsor Entities"), and should not be used as a basis for any investment decision. Unless otherwise stated in this presentation, the information contained herein is based on management information and estimates. The information contained in this presentation is only current as of its date, unless specified otherwise, and has not been independently verified. Please note that, you will not be updated in the event the information in the presentation becomes stale. This presentation comprises information given in summary form and does not purport to be complete and it cannot be guaranteed that such information is true and accurate. You must make your own assessment of the relevance, accuracy and adequacy of the information contained in this presentation and must make such independent investigation as you may consider necessary or appropriate for such purpose. Moreover, no express or implied representation or warranty is made as to, and no reliance should be placed on, the accuracy, fairness or completeness of the information presented or contained in this presentation. Further, past performance is not necessarily indicative of future results. Any opinions expressed in this presentation or the contents of this presentation are subject to change without notice. None of the IndiGrid Group or the Sponsor Entities or the Investment Manager or the Axis Trustee Company Limited or any of their respective affiliates, advisers or representatives accept any liability whatsoever for any loss howsoever arising from any information presented or contained in this presentation. Furthermore, no person is authorized to give any information or make any representation which is not contained in, or is inconsistent with, this presentation. Any such extraneous or inconsistent information or representation, if given or made, should not be relied upon as having been authorized by or on behalf of the IndiGrid Group or the Sponsor Entities. The distribution of this presentation in certain jurisdictions may be restricted by law. Accordingly, any persons in possession of this presentation should inform themselves about and observe any such restrictions. This presentation contains certain statements of future expectations and other forward-looking statements, including those relating to IndiGrid Group's general business plans and strategy, its future financial condition and growth prospects, and future developments in its sectors and its competitive and regulatory environment. In addition to statements which are forward looking by reason of context, the words 'may', 'will', 'should', 'expects', 'plans', 'intends', 'anticipates', 'believes', 'estimates', 'predicts', 'potential' or 'continue' and similar expressions identify forward-looking statements. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Forward-looking statements are not guarantees of future performance including those relating to general business plans and strategy, future outlook and growth prospects, and future developments in its businesses and its competitive and regulatory environment. No representation, warranty or undertaking, express or implied, is made or assurance given that such statements, views, projections or forecasts, if any, are correct or that the any objectives specified herein will be achieved. All forward-looking statements are subject to risks, uncertainties and assumptions that could cause actual results, performances or events to differ materially from the results contemplated by the relevant forward looking statement. The factors which may affect the results contemplated by the forward-looking statements could include, among others, future changes or developments in (i) the IndiGrid Group's business, (ii) the IndiGrid Group's regulatory and competitive environment, (iii) the power transmission sector, and (iv) political, economic, legal and social conditions. Given the risks, uncertainties and other factors, viewers of this presentation are cautioned not to place undue reliance on these forward-looking statements. IndiGrid 2#3Investor Presentation Q2 FY 18 Index 1. Introduction 2. Growth strategy 3. Q2 FY18 performance 4. M&A update 3#4Introduction#5IndiGrid India's First Power Sector InvIT - • Owns inter-state high voltage power transmission assets • Fully operational and revenue generating portfolio • Focused on stable & sustainable distribution • Strong growth pipeline with ROFO on Sponsor assets - INR 37.4 BN* Asset under Management 1,936 circuit KM 6,000 MVA AAA Rated Perpetual Ownership Notes: Two Project SPVs 8 Lines and 2 substations 33 years of residual contract life# *Based on EV in the independent valuation report as of 30 Sep 2017 #Remaining TSA contractual life of 33 years. However, the projects are built on BOOM model and have perpetual ownership for the owner IndiGrid/ 5#6OLO IndiGrid Vision To become the most admired yield vehicle in Asia which is built upon solid fundamentals of transparency, governance & providing superior risk-adjusted returns to unitholders INR 300 BN AUM by 2022 Deliver predictable DPU and growth Best-in-class corporate governance 6#7IndiGrid Strategy Focused Business Value Accretive Model Optimal Capital Structure Maximize Distribution Growth Focus on owning • power transmission 3-5% DPU growth YOY Cap of 49% assets with • long term contracts low operating risks • stable cash flows IndiGrid Acquire assets from Sponsor under ROFO Acquire third party assets • consolidated leverage of total asset value Appropriate risk policies in place Minimum 90% net cash to be distributed Quarterly distribution to the unitholders 7#8Growth Strategy 8#9Visibility of 4x revenue growth in next 5 years from sponsor assets BDTCL JTCL + RTCL PKTCL MTL + ENICL NTL + OGPTL GPTL KTL + NER-II 4.4 >4x growth in revenue 22.1 FY22 FY18 Revenue 5 yr. average (INR billion) IndiGrid O INDIGRID 9#10WR-NR Interconnection GTTPL Goa Further growth potential from near term bids... Name of Tender Current Inter-State and Intra-state TBCB tenders Stage of Tender RFP Location Estimated Cost (INR billion) UP, MP 9.1 Bids Results Awaited Goa, Karnataka, Chhattisgarh 11.0 Ultra Mega Solar Park in Fatehgarh Connectivity and LTA to HPPCL Strengthening in Jharkhand (Package 1) Strengthening in Jharkhand (Package 2) RFQ Rajasthan 5.4 RFQ Himachal Pradesh 3.2 RFQ Jharkhand 9.8 RFQ Jharkhand 10.8 Strengthening in Jharkhand (Package 3) RFQ Jharkhand 9.5 Strengthening in Jharkhand (Package 4) Strengthening in Jharkhand (Package 5) Connectivity System for LVTPPL + S.S. RFQ Jharkhand 10.3 RFQ Jharkhand 11.4 RFQ Maharashtra, MP 7.4 ISTS Feed to Navi Mumbai Pipeline Maharashtra 5.4 New Substation near Vapi area Pipeline Gujarat 3.6 Additional 400 kV outlets from Banaskantha Pipeline Gujarat 0.6 Total 97.5 IndiGrid 10#11Supported by structural growth in the sector Key Drivers for growth: Significant past under investment in transmission as compared to generation Widening gap between load centers & generation centers across regions Improving financial health of DISCOMS through UDAY and other such scheme Inter regional transmission capacity to increase significantly (MW) 55,350 +36k MW 91,250 • Staggering growth in renewable energy: 175 GW capacity by 2022 Strong govt. focus though initiatives such as "Power for All" FY16 FY 22 Share of transmission sector to grow 1.7x of total power sector investment Increased Private Participation: • All bids to be routed through TBCB process In the 13th year plan (2017-21), share of private player investments in the new bids of transmission lines is expected to be over 50%. US$149bn 19% 20% 61% FY 2012-16 ■ Generation ■Transmission IndiGrid/ ~US$ 46 billion investment in power transmission sector over next five years US$134-142bn 29% 33% 38% FY 2017-21 ■Distribution 11#12Q2 FY18 performance 12#13Q2 FY18 highlights 。 Strong financial & operational performance for Q2 FY18 Q2 DPU of INR 2.75 per unit O H1 DPU of INR 3.67 per unit On track to deliver FY18 DPU guidance of INR 9.2 per unit* o Recently announced acquisitions to result in 40% AUM growth & 4% annual DPU growth Well-positioned to capitalise on the strong growth fundamentals of the Indian power transmission sector Note: *Annualized DPU of INR 11 per unit IndiGrid 13#14Financial performance Consolidated Financials - Q1 FY18 One month of operations IndiGrid (INR Mn) Revenue 406 Q2 FY18 H1 FY18 Full Quarter of operations Four months of operations 1,323 1,729 Net debt to AUM: ~23% EBITDA 369 1,223 1,592 NDCF 258 1,014 1,272 Financial performance in line with IndiGrid's strategy of stable cash flows while maintaining optimal capital structure IndiGrid 14#15Operational performance BDTCL JTCL Avg. availability (since COD): 99.7% Avg. availability (YTD FY 18): 99.9% 99.6% 99.8% 1.6% 1.8% 99.8% 1.8% 99.9% 99.8% 1.8% Avg. availability (since COD): 99.8% 99.9% Avg. availability (YTD FY 18): 99.7% 99.7% 1.9% 1.7% 99.8% 1.8% 1.9% 98% 98% 98% 98% 98% 98% 98% 98% FY 16 FY 17 Q1 FY18 Q2 FY18* Normative Availability FY 16 FY 17 Q1 FY18 Q2 FY18* ■Availability over Normative Continue to deliver robust operational efficiency IndiGrid Estimates for month of September' 17 O INDIGRID 15#16Q2 FY18 NDCF Net Distributable Cash Flow (at IndiGrid in INR million) 1,223 104 1,014 (247) (10) (37) (19) EBITDA Interest Ext Debt Repayment Tax Working Capital Others NDCF IndiGrid 16#17M&A 17#18Acquisition of sponsor assets Proposed acquisition to result in a diversified transmission portfolio Acquisition of 3 ROFO assets in FY 18, subject to customary regulatory and unitholders' approval IndiGrid Today Post acquisition AUM: INR 37.4 billion AUM: ~INR 52 billion (+40%) 1,936 circuit kms Presence in 4 states across India 3,361 circuit kms (+75%) Presence in 8 states across India (+4 states) IndiGrid/ RTCL Kota Shujalpur JTCL Ranchi Purlia Chaibasa Kharagpur PKTCL Nizamabad BDTCL Yeddumailaram Mehesshwaram MTL Mehboobnagar IPO assets ROFO Assets to be injected 18#19Acquisition in line with IndiGrid Strategy Focused Business Model Value Accretive Growth Optimal Capital Maximize Structure Distribution ~34 years of residual tenure Interstate transmission assets under PoC mechanism Avg. availability since COD: 99.83%* Annualized DPU to increase by 4% in line with the guidance of 3-5% annualized DPU growth Investment to be financed through debt by utilizing the available headroom up to 49% cap Distribution from the assets to be consistent with existing distribution policy Average availability for RTCL and PKTCL since COD IndiGrid 19#20Value accretive acquisition First acquisition by IndiGrid of ROFO assets worth INR 14.9 billion Indicative DPU (INR/unit) Assets to be acquired at a discount of 5% to enterprise valuation calculated by an Independent Valuer, Haribhakti & Co. LLP., a member firm of Baker Tilly International Acquisition to be funded entirely by raising debt at IndiGrid or SPV level; debt tenure to be 10-15 years Acquisition leads to IndiGrid annualised DPU increase from INR 11/unit to INR 11.44/unit that is in line with the guidance (3-5% DPU increase p.a.) IndiGrid 11.44 11.00 11.44 0.44 +4% 0.44 9.2 11 11 11 FY18* FY18 FY19 Full year FY20 * For 10 months (excluding ROFO) 20#21Expected timeline September 2017 October 2017 Due diligence of assets Independent valuation Board approval for the transactions Finalization of definitive agreements IndiGrid 1st week - November 2017 3rd week - November 2017 November 2017/ January 2018 Financing arrangement Unitholder and other regulatory approvals for the transaction Transaction Closure Completed Future actions 21#22Strong pipeline of existing Sponsor Assets Purulia & Kharagpur Transmission Company Ltd (PKTCL) Proposed Acquisition RAPP Transmission Company Ltd (RTCL) Maheshwaram Transmission Ltd (MTL) East North Interconnecti on Ltd (ENICL) NRSS XXIX Transmission Ltd (NTL) Odisha Generation Phase Transmission Ltd (OGPTL) Gurgaon- Palwal Transmission Ltd (GPTL) Khargone Transmission Ltd (KTL) NER-II Transmission Limited Overview 2 x 400 kV D/C lines 1x400/220 kV 2 x 400 kV D/C D/C line lines 2 x 400 kV D/C lines 3x400 kV D/C lines, 1x400/220 kV D/C GIS sub- station 1x765 kV D/C line, 1x400 kV D/C line 5x400kV D/C lines and 3x400/220 kV substations 2x765 kV D/C lines, 1x400 kV D/C line and 1x765/400 kV substation 2x400 kV D/C lines, 2x132 kV D/C lines and 2x400/132 kV substations Scheduled COD Commissioned Commissioned June 2018* Commissioned Oct 2018 Aug 2019 Sep 2019 Jul 2019 Nov 2020 Length 546 ckms 403 ckms 477 ckms 909 ckms 887 ckms 715 ckms 271 ckms 624 ckms 900 ckms Revenues (5 yr. avg.) INR 750 Mn INR 460 Mn INR 580 Mn INR 1,420 Mn INR 5,030 Mn INR 1,590 Mn INR 1,440 Mn INR 1,860 Mn INR 4,520 Mn * Actual COD Q3 FY18 IndiGrid O INDIGRID 22#23Glossary AUM Availability BDTCL DISCOM DPU ENICL GPTL IPA ISTS KTL JTCL MTL MVA NDCF NER II NTL OGPTL O&M ROFO PKTCL RTCL Tariff TBCB Assets Under Management Percentage amount of time for which the asset is available for power flow Bhopal Dhule Transmission Company Limited State Distribution Companies Cash paid to the Unitholders in the form of interest/ capital repayment / dividend East North Interconnection Limited Gurgaon Palwal Transmission Limited - BDTCL and JTCL which were acquired by IndiGrid at the time of IPO Inter State Transmission System Khargone Transmission Limited Jabalpur Transmission Company Limited Maheshwaram Transmission Limited Mega Volt Ampere Net cash flow that the trust has at it's disposal for distribution to IndiGrid in a particular year in accordance with the formula defined in the Offer Document NER II Transmission Limited NRSS XXIX Transmission Limited Odisha Generation Phase Transmission Limited Operations and Maintenance cost Right Of First Offer Purulia Kharagpur Transmission Company Limited RAPP Transmission Company Limited Composed of Non-Escalable, Escalable and Incentive component. The incentive component is based on the availability of the asset = 2*(Annual Availability - 98%)* (Escalable + Non-escalable); incentive is maximum 3.5% of (Escalable+Non-escalable tariff) Tariff Based Competitive Bidding IndiGrid 23#24Q&A 24