NDR InvIT Trust Issues Corrigendum to Revised Postal Ballot Notice for Preferential Unit Issuance

NDR InvIT Trust , through its Investment Manager NDR InvIT Managers Private Limited, issued a corrigendum dated May 05, 2026, to its Revised Postal Ballot Notice dated April 20, 2026, read with the Postal Ballot Notice dated April 17, 2026. The corrigendum introduces several amendments to the postal ballot notice and its explanatory statement, and shall form an integral part thereof from the date of issuance. All other contents of the Postal Ballot Notice, save and except as modified by this corrigendum, remain unchanged.

Background: Preferential Issue of Units

The Postal Ballot Notice was issued to unitholders of NDR InvIT Trust in accordance with Regulation 22(2)(c) of the Securities and Exchange Board of India (Infrastructure Investment Trusts) Regulations, 2014 ("SEBI InvIT Regulations"), read with Circular No. SEBI/HO/DDHS-PoD-2/P/CIR/2025/102 dated July 11, 2025. The notice sought unitholder approval for the issuance of up to 6,24,01,829 units of the Trust at an issue price of INR 135.80 per unit on a preferential basis.

Key Amendments Introduced by the Corrigendum

The corrigendum addresses multiple modifications across Resolution Items and the Explanatory Statement:

Resolution Item No. 1 (Page 3): The list of proposed allottees for cash consideration has been amended and substituted. A total of 64 proposed allottees, all categorised as Non-Sponsor, are listed, with a combined maximum allotment of up to 5,35,25,000 units.
Resolution Item No. 2 (Page 7): The approval for issuance of units on a preferential basis by way of swap consideration has been revised from up to 90,00,000 units to up to 88,76,829 units.
Explanatory Statement Item No. 2 (Page 17): The maximum number of units to be issued under the swap consideration is amended to up to 88,76,829 units.
Explanatory Statement Item No. 2 (Page 18): The consideration clause is updated to reflect the revised figure of up to 88,76,829 units against transfer of securities of the target entities.

Swap Consideration: Target Entities

The revised swap consideration of up to 88,76,829 units is to be issued to the shareholders of the following target entities:

Target Entity	Maximum Units (Up to)
NDR Unique Space Private Limited	6,299,015
NDR Bigbox Private Limited	119,224
NDR Space Private Limited	2,458,590

Proposed Allottees for Cash Consideration: Key Investors

The amended list of proposed allottees for cash consideration comprises 64 Non-Sponsor investors. The following table highlights select major allottees by maximum unit allocation:

Sr. No.	Name of Proposed Allottee	Maximum Units (Up to)
18.	Larsen & Toubro Limited	1,10,25,000
19.	LTM Limited	55,00,000
36.	Infrastructure and Real Assets Fund	73,50,000
1.	NEO Real Asset Yield Fund	18,50,000
62.	Kenai Advisors LLP	18,25,000
42.	Everest Food Products Private Limited	18,25,000
21.	Rudira Aqua Limited	14,50,000
43.	Kunjal Lalitkumar Patel	14,50,000
2.	Munjal Mavjibhai Lakhani	11,25,000
47.	Vimal Labhubhai Lakhani	11,00,000
Total (All 64 Allottees)		5,35,25,000

Revised Unitholding Pattern

The corrigendum also amends Exhibit-A of the Explanatory Statement, presenting the unitholding pattern of the Trust before and after the preferential issue, based on the latest BENPOS date of April 10, 2026, and assuming allotment to all allottees up to the maximum number of units.

Category	Before Preferential Issue (Units)	Before (%)	After Preferential Issue (Units)	After (%)
Sponsor & Sponsor Group (A)	15,99,85,532	40.40	15,99,85,532	34.90
Public Holding – Institutions (B1)	3,40,55,154	8.60	4,39,80,154	9.59
Public Holding – Non-Institutions (B2)	20,19,71,528	51.00	25,44,48,357	55.51
Total Public Holding (B)	23,60,26,682	59.60	29,84,28,511	65.10
Total Units Outstanding (C = A+B)	39,60,12,214	100.00	45,84,14,043	100.00

The corrigendum was signed by Neha Chovatia, Company Secretary and Compliance Officer of NDR InvIT Managers Private Limited, and is available on the Trust's website at https://www.ndrinvit.com/ .

1 Day	5 Days	1 Month	6 Months	1 Year	5 Years
+0.74%	+0.74%	+5.38%	+12.30%	+25.69%	+31.73%

NDR InvIT Trust has announced a significant acquisition deal to purchase the complete 100% stake in NDR Unique Space for ₹2.85 billion. This strategic transaction marks a major expansion in the trust's real estate investment portfolio.

Transaction Details

The acquisition involves the complete ownership transfer of NDR Unique Space to NDR InvIT Trust. The deal structure provides the trust with full control over the acquired entity's operations and assets.

Parameter:	Details
Acquisition Value:	₹2.85 billion
Stake Acquired:	100%
Target Company:	NDR Unique Space
Acquiring Entity:	NDR InvIT Trust

Strategic Implications

This acquisition represents a significant strategic move for NDR InvIT Trust, demonstrating its commitment to expanding its real estate asset base through targeted investments. The complete stake acquisition ensures full operational control and potential synergies between the trust's existing portfolio and NDR Unique Space's assets.

The ₹2.85 billion investment underscores the trust's confidence in the target company's value proposition and growth potential. This transaction is expected to enhance the trust's overall asset diversification and strengthen its position in the real estate investment sector.