Capital Infra Trust Auditor Reports

To

The Board of Directors of Gawar Investment Manager Private Limited (the ‘Investment Manager) in its capacity as Investment Manager of National Infrastructure Trust

Report on the Audit of the Special Purpose Combined Financial Statements Opinion

1. We have audited the accompanying special purpose combined financial statements of the following nine subsidiaries of Gawar Construction Limited (‘Sponsor):

a) Gawar Rohna Jhajjar Highway Private Limited

b) Gawar Khajuwala BAP Highway Private Limited

c) Gawar Narnaul Highway Private Limited

d) Gawar Rohna Sonepat Highways Private Limited

e)Hardiya Hasanpur Highway Private Limited

f) Gawar Kiratpur Nerchowk Highway Private Limited

g) Dewas Ujjain Highway Private Limited

h) Gawar Bangalore Highways Private Limited (w.e.f. 28 November 2022)

i) Gawar Nainital Highways Private Limited (w.e.f. 9 April 2023)

(together referred as ‘Project SPVs or ‘Project SPV Group and individually ‘Project SPV) which are proposed to be transferred from the Sponsor to National Infrastructure Trust (the ‘Trust) pursuant to the proposed public issue of Units of the Trust (‘Public Issue), and which comprises the:

a. Special Purpose Combined Balance Sheets as at 31 March 2024, 31 March 2023, 31 March 2022;

b. Special Purpose Combined Statements of Profit and Loss (including Other comprehensive income) for the financial years ended 31 March 2024, 31 March 2023, 31 March 2022;

c. Special Purpose Combined Statements of Cash Flows for the financial years ended 31 March 2024, 31 March 2023, 31 March 2022;

d. Special Purpose Combined Statements of Changes in Equity for the financial years ended 31 March 2024, 31 March 2023, 31 March 2022;

e. Special Purpose Combined Statements of Net Assets at Fair Value as at 31 March 2024;

f. Special Purpose Combined Statements of Total Returns at Fair Value for the financial year ended 31 March 2024; and

g. Notes to the Special Purpose Combined Financial Statements, including material accounting policy information and other explanatory information.

(together hereinafter referred to as ‘Special Purpose Combined Financial Statements).

2. In our opinion and to the best of our information and according to the explanations given to us and based on the consideration of the reports of the other auditors on the special purpose financial statements of certain proposed subsidiaries referred to in paragraph 10 below, the aforesaid Special Purpose Combined Financial Statements gives a true and fair view of the combined state of affairs (financial position) of the Project SPV Group as at 31 March 2024, 31 March 2023 and 31 March 2022 and its combined profit (including other comprehensive income), its combined cash flows and the combined changes in equity for the financial years ended 31 March 2024, 31 March 2023 and 31 March 2022 , the combined net assets at fair value as at 31 March 2024 and the combined total returns at fair value for the year ended 31 March 2024 in accordance with the basis of preparation as described in note 2.1 to the accompanying Special Purpose Combined Financial Statements.

Basis for Opinion

3. We conducted our audit of the Special Purpose Combined Financial Statements in accordance with the Standards on Auditing (‘SAs) and other pronouncements issued by the Institute of Chartered Accountants of India (‘the ICAI). Our responsibilities under those standards are further described in the Auditors Responsibilities for the Audit of the Special Purpose Combined Financial Statements section of our report. We are independent of the Trust and Project SPV Group in accordance with the Code of Ethics issued by the ICAI, and we have fulfilled our ethical responsibilities in accordance with the Code of Ethics. We believe that the audit evidence we have obtained together with the audit evidence obtained by the other auditors in terms of their reports referred to in paragraph 10 of the Other Matter section below, is sufficient and appropriate to provide a basis for our opinion.

Emphasis of matter - Basis of Preparation and Restriction on Distribution or Use

4. Without modifying our opinion, we draw attention to Note 2.1 to the accompanying Special Purpose Combined Financial Statements, which describes the basis of its preparation. The Special Purpose Combined Financial Statements have been prepared by the Investment Manager of the Trust solely to comply with the requirements of Securities and Exchange Board of India (Infrastructure Investment Trust) Regulations, 2014 (as amended) including any guidelines and circulars issued thereunder (the "InvIT Regulations"), for the inclusion in the draft offer document, offer document and final offer document (collectively, ‘the offer documents) in connection with the proposed public issue of units of the Trust and therefore, may not be suitable for any other purpose. Consequently, these Special Purpose Combined Financial Statements may not necessarily be indicative of combined financial performance, combined financial position and combined cash flows of the Project SPV Group that would have occurred if it had operated as a single group of entities during the periods presented. Our report is issued solely for the aforementioned purpose, and accordingly, should not be used, referred to or distributed for any other purpose or to any other party without our prior written consent. Further, we do not accept or assume any liability or any duty of care for any other purpose for which or to any other person to whom this report is shown or into whose hands it may come without our prior consent in writing.

Responsibilities of Management for the Special Purpose Combined Financial Statements

5. The accompanying Special Purpose Combined Financial Statements have been approved by the Board of Directors of Investment Manager of the Trust. The Board of Directors of Investment Manager of the Trust is responsible for preparation of these Special Purpose Combined Financial Statements that give a true and fair view of the combined financial position, combined financial performance including other comprehensive income, combined changes in equity and combined cash flows, the combined statement of net assets at fair value and the combined statement of total returns at fair value of the Project SPV Group in accordance with the basis of preparation described in note 2.1 to the Special Purpose combined Financial Statements. The respective Board of Directors of the Project SPV Group and the Board of Director of Investment Manager of the Trust are responsible for design, implementation and maintenance of adequate internal financial controls, that were relevant to the preparation and presentation of the financial statements, that give a true and fair view, in accordance with the basis of preparation specified in aforementioned note 2.1, that are free from material misstatement, whether due to fraud or error, which have been used for the purpose of preparation of the Special Purpose Combined Financial Statements by the Board of Directors of Investment Manager of the Trust, as aforesaid.

6. In preparing the Special Purpose Combined Financial Statements, the respective Board of Directors of the Project SPV Group and the Board of Director of the Investment Manager of the Trust are responsible for assessing the ability of the Project SPV Group to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the respective Board of directors either intends to liquidate the Project SPV Group or to cease operations, or has no realistic alternative but to do so.

Auditors Responsibilities for the Audit of the Special Purpose Combined Financial Statements

7. Our objectives are to obtain reasonable assurance about whether the Special Purpose Combined Financial Statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Standards on Auditing will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Special Purpose Combined Financial Statements.

8. As part of an audit in accordance with Standards on Auditing issued by the ICAI, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal controls;

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on whether the Project SPV Group have in place adequate internal financial controls with reference to financial statements and the operating effectiveness of such controls;

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by Investment Manager of the Trust;

• Conclude on the appropriateness of Board of Directors of the Investment Manager of the Trusts use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Project SPV Groups ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors report to the related disclosures in the Special Purpose Combined Financial Statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors report. However, future events or conditions may cause the Project SPV Group to cease to continue as a going concern;

• Evaluate the overall presentation, structure and content of the Special Purpose Combined Financial Statements, including the disclosures, and whether the Special Purpose Combined Financial Statements represent the underlying transactions and events in a manner that achieves fair presentation; and

• Obtain sufficient appropriate audit evidence regarding the financial statements of the entities or business activities within the Project SPV Group, to express an opinion on the Special Purpose Combined Financial Statements. We are responsible for the direction, supervision and performance of the audit of financial statements of such entities included in the Special Purpose Combined Financial Statements, of which we are the independent auditors. For the other entities included in the Special Purpose Combined Financial Statements, which have been audited by the other auditors, such other auditors remain responsible for the direction, supervision and performance of the audits carried out by them. We remain solely responsible for our audit opinion.

9. We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

Other Matter

10. The special purpose financial statements of each of the Project SPV (as mentioned below) for the financial years ended 31 March 2024, 31 March 2023, 31 March 2022 have been audited by the respective auditors of the Project SPV Group, which have been used for the purpose of preparation of the Special Purpose Combined Financial Statements by the Investment Manager of the Trust and have been relied upon by us for our audit of these Special Purpose Combined Financial Statements.

The Projects SPVs and the periods which were audited by other auditors are as follows:

* The company has been incorporated during financial year ended 31 March 2024.

Our opinion above on the Special Purpose Combined Financial Statements and our report on other legal and regulatory requirements below, are not modified in respect of above matters with respect to our reliance on the work done by and the reports of the other auditors.

Report on Other Legal and Regulatory Requirements

11. Based on our audit and on the consideration of the reports of the other auditors referred to in paragraph 10 above on the separate financial statements of the Project SPV Group and as required by the InvIT Regulations issued by Securities and Exchange Board of India; we report that:

i. we have sought and obtained all information and explanations which, to the best of our knowledge and belief, were necessary for the purpose of our audit of the aforesaid Special Purpose Combined Financial Statements;

ii. the Special Purpose Combined Financial Statements are in agreement with the books of account of the respective Project SPV Group;

iii. In our opinion, the Special Purpose Combined Financial Statements comply with the basis of preparation as specified in note 2.1 to these Special Purpose Combined Financial Statements.