NDR InvIT Trust

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The proposed transaction (the “Project”) is a senior secured loan of up to US$150mn to NDR Infrastructure Investment Trust (“InvIT” or “Trust”) (“the NDR InvIT” or “NDR Trust”), a AAA-rated entity that is India’s first and largest warehousing InvIT. The NDR InvIT currently owns warehouse SPVs representing approximately 17 million square feet of warehousing space across 33 locations in India, making it one of the leading warehouse operators in the country. NDR warehouses are generally located close to major urban and industrial centers such as Chennai, Mumbai, Delhi, and Bangalore, where strong highway connectivity has supported the development of surrounding industrial and logistics clusters. The warehousing space is leased under long-term contracts with a fixed payment stream to a diversified set of more than 80 national and international customers such as DHL, FedEx, Havells, Apollo Tyres, Amazon, Maersk, and Lenovo.The Trust is managed by NDR InvIT Managers Private Limited serves as the Investment Manager (IM) staffed by personnel and overseen by a Board. The InvIT’s sponsor and principal shareholder is NDR Warehousing Private Limited, (“NDRWPL” or “the Sponsor”), one of the largest developers of greenfield warehousing space in India. The sponsors of NDRWPL previously owned Continental Warehousing Ltd., an IFC debt and equity client that was subsequently acquired by DP World and National Investment and Infrastructure Fund (NIIF). The InvIT’s second largest shareholder is Investcorp, a leading global investor in logistics. The IFC investment will be used to: i) expand the InvIT’s capacity to acquire additional warehousing space from the Sponsor’s development company or a subsidiary company like NDR Smart; ii) replace legacy debt at the Special Purpose Vehicle (SPV) level with long-term debt at the InvIT level. The InvIT’s business model is to own and operate warehousing assets through SPVs. The warehouses are owned by SPVs that are in turn wholly owned by the InvIT. Warehouses are generally developed by the Sponsor and held in separate SPVs. After sizeable construction completion, stabilization, and leasing, SPVs with warehouses (either operational or in advanced stage of development) are periodically transferred into the InvIT portfolio once leasing and operational readiness criteria of InvIT are met. Following transfer, the SPVs under InvIT complete the pending construction, if any and may also undertake limited construction activities within the existing site boundaries, including extensions, tenant-specific fit-outs, or additional warehouse blocks, as per the permitted construction limits in line with applicable Securities and Exchange Board of India (SEBI) InvIT regulations. As of March 2026, the InvIT portfolio comprises 37 SPVs with operational warehousing assets across multiple locations in India. In addition, two SPVs with operational warehouses NDR BigBox, Pune and NDR Unique Space, Hosur are currently in the process of being transferred to the InvIT. The InvIT appoints NDR Asset Management Pvt. Ltd. (“AMPL”) as the Project Manager (PM), which is responsible for operation and maintenance (O&M) of warehouse assets and associated common infrastructure. The PM/ AMPL scope effectively includes management of Life and Fire Safety (L&FS) systems, utilities, housekeeping, landscaping, security coordination, internal roads and parking, water supply systems, and Sewage Treatment Plant (STP), as well as implementation of Environmental and Social (E&S) procedures at the site level. AMPL reviews status of construction, operational readiness and statutory compliance of the warehouses prior to transfer of respective SPV into the InvIT and continues to manage Environmental, Health and Safety (EHS) aspects after transfer as the PM of the InvIT’s warehouses. Construction and expansion work undertaken after transfer are managed by AMPL and are confined to land already under the ownership of the SPV.Tenants are responsible for EHS management (including permitting) of their operations within leased premises, including private equipment and machinery, labor and working conditions, transportation, backup power generation, and waste management. The InvIT, through AMPL, monitors compliance with lease obligations related to safety coordination, emergency access, and common area safety but does not control tenant’s processes. Land for warehouse facilities is acquired by the SPV prior to transfer of completed assets into the InvIT. The InvIT acquires operational SPVs that include existing land ownership or long-term leasehold rights. As part of pre-acquisition due diligence, the InvIT reviews land title documentation and confirms the absence of physical displacement or informal occupancy prior to operational takeover. The ESRS was initially disclosed on Dec 20, 2024. The ESRS is subsequently being updated to capture transfer of two additional warehouse SPVs into InvIT portfolio, and update to the E&S Management System at InvIT level.