Citius Transnet Investment Trust Management Discussions

OF THE INVESTMENT MANAGER OF THE FINANCIAL CONDITION, RESULTS OF OPERATIONS AND CASH FLOWS OF THE INITIAL PORTFOLIO ASSETS OF THE TRUST

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the sections entitled “Summary of Special Purpose Combined Financial Statements” on page 43 and “Special Purpose Combined Financial Statements” attached as Annexure D. This discussion contains forward-looking statements and involves numerous risks and uncertainties, including, but not limited to, those described in the section “Risk Factors” on page 64. Actual results could differ materially from those contained in any forward-looking statements and for further details regarding forward-looking statements, please see “Forward-Looking Statements” on page 19.

The Special Purpose Combined Financial Statements have been prepared in accordance with the Guidance Note on Combined and Carve-out Financial Statements, Guidance note on Reports in Company Prospectus (Revised 2019) issued by the Institute of Chartered Accountants of India, to the extent not inconsistent with SEBI (Infrastructure Investment Trusts) Regulations, 2014, SEBI master circular no. SEBI/HO/DDHS-PoD- 2/P/CIR/2025/102 dated July 11, 2025, and other circulars issued thereunder (the “InvIT Regulations”), as amended and in accordance with Indian Accounting Standards (Ind AS) notified under the Companies (Indian Accounting Standards) Rules, 2015 (as amended from time to time) and other accounting principles generally accepted in India and presentation requirements of Division II of Schedule III to the Companies Act, 2013 (as amended from time to time), with the exceptions and modifications as mentioned in InvIT Regulations.

Our fiscal year ends on March 31 of each year, and references to a particular fiscal are to the twelve months ended March 31 of that year.

Unless otherwise stated or the context requires otherwise, references in this section to “we, ” “our, ” or “us” are to the Trust along with the Initial Portfolio Assets. Furthermore, references in this section to “EAAA Platform” refers to EAAA and its affiliates, and entities or pooled vehicles directly or indirectly controlled, managed and/or advised by EAAA and/or its affiliates.

Unless otherwise indicated, industry and market data used in this section has been derived from industry publications, in particular, the report titled “Connecting India: Unlocking Investment Potential in Transport Infrastructure” dated March 23, 2026 (the “CRISIL Report”) prepared and issued by CRISIL Intelligence (“CRISIL ”), appointed by us and exclusively commissioned and paid for by us in connection with the Offer. Additionally, for further details and risks in relation to CRISIL Report, please see “Risk Factors ” on page 64.

Overview

We are a transport sector-focused infrastructure investment trust (the “Trust”), established with an objective to acquire, manage and invest in a portfolio of transport infrastructure assets, including roads, in India. We were settled by way of the Trust Deed, by the Sponsor, and registered as an InvIT with SEBI on August 1, 2025, in accordance with the provisions of the InvIT Regulations. The sponsor of the Trust is Epic TransNet Infrastructure Private Limited (formerly known as WatrakInfrastructure Private Limited) (the “Sponsor”). Our Sponsor is wholly owned by the schemes of the Infrastructure Yield Trust (that is, Infrastructure Yield Plus II, Infrastructure Yield Plus IIA and India Infrastructure Yield Plus II), an AIF managed by EAAA India Alternatives Limited (“EAAA”). As of March 31, 2025, EAAA managed three out of the 16 funds focused on infrastructure investments and ranks third among infrastructure investment managers by total assets under management (“AUM”) (Source: CRISIL Report). EAAA operates a diversified, multi-strategy platform, in large, under-tapped and fast-growing alternative asset classes, focusing on providing income and yield solutions to a diverse client base, including, global pension funds, insurance companies and ultra-high net worth individuals. It is supported by an asset management team of 61 members (in addition to in-house teams of our Initial Portfolio Assets comprising 279 employees), 71 employees in the Project Manager of the Trust and 80 investment professionals as of December 31, 2025. Our sponsor group comprises the Sponsor, Infrastructure Yield Trust (through its schemes Infrastructure Yield Plus II, Infrastructure Yield Plus IIA and India Infrastructure Yield Plus II), Epic Transnet Project Management Private Limited (formerly known as Chennai- Tada Tollway Private Limited) (the “Project Manager”), and Neelambur Madukkarai Tollway Private Limited (collectively, the “Sponsor Group”).

Subject to completion of the Formation Transactions, our initial portfolio of road assets will comprise 10 toll and annuity projects, together with the relevant project special purpose vehicles (the “Project SPVs”) through which they are held, and Epic Concesiones 3 Private Limited and SRPL Roads Private Limited, the holding companies of all Project SPVs (the “HoldCos”, and together with the Project SPVs, the “Initial Portfolio Assets”), except for one Project SPV, Thrissur Expressway Limited (“TEL”), which will be held directly by us. The Initial Portfolio Assets comprise a total of 3,406.71 lane-kilometers (seven toll assets spanning more than 3,043.22 lane-kilometers, and three annuity assets spanning more than 363.49 lane-kilometers) across nine different Indian states as of the date of this Offer Document. We believe the Project SPVs have a strong operational history as four of our toll assets have a tolling history of more than 12 years and two of our other toll assets have been collecting toll for over 5 years. During the Financial Year 2025, the toll collection (net of revenue share) was Rs 15,632.30 million and the revenue receipts for annuity-based projects (excluding GST) was Rs 3,362.00 million, contributing 82.30% and 17.70% to our total cash revenue receipts from our Project SPVs, respectively³⁶ (Source: CRISIS Report). As of the date of this Offer Document, the Project SPVs are held directly or indirectly by alternate investment funds (“AIFs”) registered with SEBI and managed by EAAA. They have, as such, prior to the completion of the Formation Transactions, benefited from the regulated management framework applicable to them as companies held by AIFs. The Trust has also entered into an agreement that grants a right of first offer for the acquisition of 11 hybrid annuity model (“HAM”) road assets held or to be acquired by the EAAA Platform (the “Identified ROFO Assets”, and the agreement, the “ROFO Agreement”).

The EAAA Platform, our Sponsor and members of the Sponsor Group have experience in managing and operating road, renewable, and transmission infrastructure assets, with an established governance framework that guides investment and asset management practices. The origination efforts of the EAAA Platform are driven by an investment team, which included 80 members as of December 31, 2025, enabling access to promoters, developers, and financial institutions. We believe that, given the size of our assets, our strong track record, and the ongoing support from the EAAA Platform, we are well positioned to capitalize on the growth potential of Indias transport sector, including the roads sector, and deliver consistent distributions to our Unitholders. For further details, please see “Parties to the Trust on page 122. The EAAA Platform has a proven track record of acquiring, managing, and scaling infrastructure projects at various stages, and through several acquisition strategies, from various developers. The EAAA Platform is well positioned for further growth in the future, given its established asset acquisition and capital-raising capabilities, which in turn enable it to identify and pursue new opportunities in the transport sector, including the roads sector. Furthermore, the EAAA Platform has set up, and continues to manage, operate and grow the AnZen India Energy Yield Plus Trust (“AnZen”), an energy-focused infrastructure investment trust registered in India with SEBI demonstrating the ability of the EAAA Platform to launch and manage assets with the structure of the InvIT. For further details, please see “Parties to the Trust” on page 122.

The investment manager of the Trust is EAAA TransInfra Managers Limited (the “Investment Manager”). The Investment Manager is a wholly-owned subsidiary of EAAA. Our Project Manager is a wholly-owned subsidiary of the Sponsor and part of the Sponsor Group. The Project Manager shall, including through the in house teams of Project SPVs and HoldCos, undertake operations and management of the InvIT Assets, and ensure compliance with the respective concession agreements and project documents, making arrangements for appropriate maintenance, oversee the progress of development, status of approvals and other aspects of the projects of the Project SPVs. These in-house asset management teams of the HoldCos and Project SPVs have significant capabilities and extensive experience across all stages of the asset life cycle, including construction, operations, and asset handover at the end of a projects term. These in-house asset management capabilities are supported by the EAAA Platform, which brings in a wealth of project management expertise. The asset management capabilities are backed by technology enabled operations and maintenance (“O&M”) processes, which helps deliver operational excellence with minimal manual intervention. Over past three Financial Years and up to the date of this Offer Document, the Project SPVs have received 28 awards, recognitions and accreditations for a wide range of achievements, including operational excellence, construction innovation, O&M practices, health and safety, environmental management and social impact. For further details on key features of our technology and AI based tools and awards, recognitions and accreditations, see “- IT Infrastructure ” on page 294 and “— Experienced team with full spectrum asset management and maintenance capabilities, spanning the entire asset life cycle, backed by tech-enabled operations and maintenance ” on page 257, respectively.

We are also supported by Axis Trustee Services Limited, the trustee (the “Trustee”), which is registered with SEBI as a debenture trustee under the Securities and Exchange Board of India (Debenture Trustees) Regulations, 1993, as amended from time to time. On behalf of our Unitholders, the Trustee is responsible for (a) ensuring that our business objectives and investment policies comply with the provisions of the InvIT Regulations and other applicable law, and (b) monitoring the activities of the Investment Manager (in terms of the Investment Management Agreement) and the Project Manager (in terms of the Project Implementation and Management Agreement). For further details, please see “Parties to the Trust - The Trustee - Axis Trustee Services Limited on page 124.

The details of our Project SPVs as of December 31, 2025 and our project wise revenue from operations (net of eliminations) for the year ended March 31, 2025 are provided in the table below:

Numbers Rs in million, unless stated otherwise

Asset Name	Type	Authority	Location	Lanes (in nos)	Length (kms)	Concession period* (years)	PCOD	FCOD	Project wise revenue from operations (net of eliminations) (for Financial Year 2025 t in million)	Operation al history (in years)	Residual Life (in years)
Dibang Infra Projects Private Limited (“Dibang”)	Annuit y	MoRTH	Arunachal Pradesh	2	29.63	17	May 19, 2018	December 12, 2018	384.14	7.62	4.89
Dhola Infra Projects Private Limited (“Dhola”)	Annuit y	MoRTH	Assam	2	28.51	17	August 31, 2017	October 13, 2018	658.82	8.33	4.16
Jorabat Shillong Expressway Limited (“JSEL”)	Annuit y	NHAI	Assam and Meghalaya	4	61.80	20	January 28, 2016	August 30, 2019	1,479.25	9.92	5.25
Sub-total									2,522.21
Samkhiali Bhachau Gandhidha m Tollway Private Limited (“SBGTPL ”)	Toll with 1 toll plazas	NHAI	Gujarat	6	56.16	24	January 04, 2020	December 9, 2024	2,803.84	15.25	8.87
Rajkot- Vadinar Tollway Private Limited (“RVTPL”)	Toll with 3 toll plazas	Gujarat Road State Developm ent Corporatio n (“GSRDC ”)	Gujarat	4	131.6 5	20	January 27, 2012	June 17, 2023	2,291.56	13.91	4.14
Sambalpur- Rourkela Tollway Private Limited (“SRTPL”)	Toll with 3 toll plazas	Works Department, Government of Odisha (“OWD”)	Odisha	4	161.7 3	22	March 13, 2018 for 159.57 km (1)	March 30, 2021	3,039.18	7.80	14.93
							August 12, 2019 for 2.16 km
Ahmedabad -Maliya Tollway Private Limited (“AMTPL” )(3)	Toll with 4 toll plazas	GSRDC	Gujarat	4(2)	180.7 0 (2)	22	Section III April 7, 2012	June 22, 2023	4,003.37	13.67	11.38
							Section IV May 5, 2012
							Section I August 27, 2012 Section II November 1, 2012
Deccan Tollways Private Limited (“DTPL”)	Toll with 2 toll plazas	NHAI	Karnataka/ Telengana	4	144.9 5	25	October 14, 2017	September 17, 2019 for 142.786 km	2,466.11	8.21	18.26
								October 20, 2023 for 2.164 km
Thrissur Expressway Limited (“TEL”)	Toll with 1 toll plazas	NHAI	Kerala	6	28.36	20	March 09, 2022	June 14, 2024	1,628.30	3.81	10.70
Panipat Elevated Corridor Private Limited (“PECPL”)	Toll with 1 toll plazas	NHAI	Haryana	6	10.00	20	July 17, 2008	March 17, 2011	1,115.90	17.46	1.08
Sub-total									17,348.26
Total project wise revenue from operations (net of eliminations)				19,870.46

*As per the respective Concession Agreements

(1) the PCOD certificate is dated March 12, 2018, however, SRTPL was fit for commercial entry from March 13, 2018 for a length of159.57 kms and from August 12, 2019 for the remaining length of 2.16 km

(2) excluding 4 lane to 6 lane expansion for a stretch of approximately 28.75 km

(3) GSRDC has entered into a separate, additional concession agreement with AMTPL dated October 30, 2025 to augment a section of the highway (for a length of28.75 km) from the existing four lanes to six lanes, on a construction, operation and maintenance to build, operate and transfer basis. We are awaiting the receipt of the appointed date to commission construction.

Our Project SPVs forming part of the Initial Portfolio Assets will include seven toll assets and three annuity assets, ensuring diversification of revenue streams. Furthermore, the Identified ROFO Assets we intend to acquire in the future are HAM assets, further diversifying our portfolio. We believe that the toll assets particularly benefit from Indias economic growth, leveraging increase in GDP and serving as an effective hedge against inflation. Toll-based road assets provide a degree of income stability and inflation protection, as most concessions have inflation-linked toll rate revisions or periodic toll hikes (Source: CRISIL Report). Combined with steady traffic growth on key national corridors, this structure allows InvIT cash flows to naturally adjust for inflation, thereby offering investors a built-in hedge and stable real returns over time (Source: CRISIL Report). The annuity and HAM assets typically provide stable cash flows over the residual concession life. With respect to annuity assets, the concessionaire is responsible for the construction and maintenance of the project during the concession period. Variability in user fee gives rise to revenue risk, which is borne by the authority in annuity and HAM assets. The concessionaire generates revenue through fixed annuity payments received from the authority over the concession period (Source: CRISIL Report). In a HAM project, the concessioning authority grants 40% of the total project cost during the construction phase and the remaining 60% is borne by the concessionaire. HAM projects combine elements of Engineering, Procurement, and Construction (“ EPC”) and annuity-based approaches, aiming to balance financial responsibility between the government and the concessionaire (Source: CRISIL Report). Under this model, the concessionaires financial burden during the construction phase is reduced, while assured revenues are ensured during the operational phase through fixed annuity payments, interest on the diminishing balance of project cost, and inflation-linked O&M payments (Source: CRISIL Report). The concessionaire undertakes both construction and maintenance responsibilities, while revenue risks arising from fluctuations in user fees are borne by the authority. Variability in user fee gives rise to revenue risk, which is borne by the authority. However, the concessionaire generates revenue through fixed annuity payments received from the authority over the concession period (Source: CRISIL Report). Furthermore, given the relevant authority is the central government or its agencies, the counterparties present a low risk of default, offering assurance regarding the stability of the revenue under the concession agreements with these authorities (Source: CRISIS Report). We believe that this balanced strategy results in a resilient income profile, reduces dependence on any single revenue source, and supports the delivery of stable returns.

Our toll assets are mature and also have average residual lives of more than 10 years, which may be considered relatively long for road assets (Source: CRISIS Report). As of December 31, 2025, our toll based Project SPVs had a simple average operational history of 10.13 years and a weighted average residual life (by enterprise value (“EV”) weight) of 12.93 years (Source: CRISIS Report). Furthermore, the EV of our largest asset (as a proportion of overall EV of our Initial Portfolio Assets) standing at 26.11% is comparable to some of the other financial sponsor driven road InvITs, indicating that our portfolio is less concentrated, thereby limiting the impact if any single asset were to underperform or face valuation changes (Source: CRISIS Report). The metric expresses the EV of the single largest asset as share of its total portfolio EV, providing an immediate read on dominant-asset dependence (Source: CRISIS Report). Additionally, our Herfindahl-Hirschman Index (“HHI”) score (a measure of portfolio dispersion) is lower at 40.01 compared to some of the other road InvITs (Source: CRISIS Report). The HHI takes into account both the number of assets and their relative EV weights, with a lower HHI score indicating a more diversified portfolio (Source: CRISIS Report).

The toll roads forming part of our Project SPVs are situated in regions with high economic activity, thereby indicating strong, stable and predictable long-term traffic as well as revenue growth prospects (Source: CRISIS Report). The locations of our toll and annuity assets forming part of the Project SPVs, as of the date of this Offer Document are indicated in the map below³⁷:

Furthermore, the locations of our Identified ROFO Assets, as of the date of this Offer Document are indicated in the map below³⁸:

The toll based Project SPVs had an AUM weighted annual average daily traffic PCU growth³⁹ of 7.10% between the Financial Years 2023 and 2025 (excluding PECPL⁴⁰) and 6.46% between the Financial Years 2018 and 2025 (excluding PECPL⁴¹ and TEL⁴²), demonstrating both consistent growth and resilience. In addition to their geographic diversity, the toll assets Project SPVs also serve two key segments: passenger and commercial traffic. The overall PCU composition across all toll assets reflects a well-diversified traffic base spread across multiple regions of the country. Across all toll assets, passenger vehicles account for approximately 37.80% of the PCU mix in the Financial Year 2026, while commercial / freight vehicles contribute around 62.20%⁴³, indicating a healthy balance between personal and economic mobility (Source: Traffic Reports). In line with this, the revenue mix further highlights the strong presence of major economic and industrial corridors within the portfolio (Source: Traffic Reports). Freight vehicles contribute nearly 74.00% of toll collection⁴⁴, underscoring the critical role of goods movement and logistics activity in driving asset performance. The remaining 26.00% toll collection is contributed by passenger traffic, reflecting steady commuter movement across key routes. In road traffic commercial traffic is typically less volatile than passenger traffic and more resilient during economic fluctuations thereby reducing risk and allowing more efficient resource planning and utilization, and in turn improving its operational efficiency for platforms/concessionaires with a higher share of commercial traffic (Source: Traffic Reports).

Furthermore, the commercial traffic operating on road assets carry a variety of commodities, supporting additional stability through intra-portfolio dispersion and exposure to different industries. This approach helps mitigate the risks that could arise from over-concentration in a single region or market sector (Source: CRISIS

Report). Similarly, our portfolio is less concentrated in terms of value, which helps to limit the impact if any single asset underperforms or experiences a change in valuation (Source: CRISIS Report).

The key counterparties for our annuity assets include NHAI and the Ministry of Road Transport and Highways (“MoRTH”). For our toll assets, our key counterparties are NHAI, the Government of Odisha, and the Gujarat State Road Development Corporation Limited (“GSRDC”). Given the strong governmental backing and proven history, our counterparties have a low risk of default, providing assurance regarding the reliability and stability of revenue under the commercial arrangements with them (Source: CRISIS Report)

The table below sets out our key financial and operational measures as of and/or for the nine months ended December 31, 2025, and the Financial Years 2025, 2024 and 2023:

Particulars	As at and for the nine months ended December 31, 2025	As at and for the Financial Year ended March 31,
		2025	2024	2023
(t in million, except percentages)
Total Income (A)	15,703.89	21,656.17	20,385.30	18,852.95
Revenue from operations	14,963.64	19,870.46	18,731.73	17,735.16
Revenue from operations from toll collection (B)	13,804.48	17,179.29	16,196.21	15,259.26
Revenue from operations from toll collection as a percentage of total income (%) (B/A*100)	87.90%	79.33%	79.45%	80.94%
EBITDA	11,429.32	14,349.51	12,594.07	10,841.65
EBITDA Margin (%)	72.78%	66.26%	61.78%	57.51%
Total borrowings (current and noncurrent)	59,087.90	66,999.94	61,715.24	61,859.50
Net Debt	42,470.51	52,557.50	37,238.87	35,708.16
Total Expenses	17,848.06	25,811.49	27,766.71	25,191.26
Loss before tax	(2,144.17)	(4,155.32)	(7,381.41)	(6,338.31)
Loss for the period/year	(2,190.48)	(4,177.51)	(7,741.18)	(6,540.08)
Net cash flow from operating activities	7,820.15	10,449.52	9,392.51	9,079.25

Significant Factors affecting our Result of Operations

Toll revenue and traffic volumes

Toll revenue is determined by both the base rates set by the concessioning authority under the Concession Agreements and the actual volume of traffic on our roads. The National Highways Fee (Determination of Rates and Collection) Rules, 2008, as amended from time to time (the “Fee Rules”) read with our Concession Agreements executed by our toll-based Project SPVs typically restrict the extent to which toll rates can fluctuate and prescribe related regulations. Usually, the relevant concessioning authority establishes the applicable user fees and outlines the methods for periodic adjustments. As a result, we may not be able to increase toll rates sufficiently to offset increases in our operating, financing, or other costs. The concessioning authority may revise user fees in accordance with the terms of the concession agreement and relevant laws. Consequently, our revenue from tolls depends on both traffic volume and user fees, neither of which we control.

The toll rate structure is laid down under the Fee Rules. The Fee Rules specify that the applicable toll rates specified thereunder shall be increased by three percent each year along with an adjustment based on an increase in the wholesale price index (the “WPI”). Furthermore, for certain toll roads the adjustment in toll rates on account of WPI is capped at a percentage of the increase in the WPI. As such, in the event of high consumer price index inflation or increased minimum wages, we may experience significantly higher operating costs, but there may be little variation in the WPI resulting in a muted increase in the applicable toll rate. As the determination of the applicable toll rates does not take account of changes in our operating, financing or other costs, there can be no assurance that the toll rates will be sufficient to cover any increase in such costs or that we will be able to implement any changes in the toll rates at the time or in the manner which we believe is in our best interest. Thus, while our toll rates may increase with an increase in WPI, any increase may not be adequate to offset the negative impact of increases in interest rates or O&M costs. Furthermore, our toll rates

may also decrease with a decrease in WPI.

Our toll collections may also be affected by the level of exemptions, that is, toll may not be levied during certain festive periods, the number of road users may be exempted to pay the applicable toll rates when using the toll roads beyond the provisions under the respective Concession Agreements. The Concession Agreements provide that certain users of the toll roads are exempt from paying user fees for non-commercial use of the roads, while frequent users are entitled to discounted fees to use the toll roads.

The level of toll collections may be affected by competing routes and alternative modes of transport, such as adjacent free roads, new or existing toll roads, railways, waterways, or air transport. Although the Concession Agreements restrict the NHAI, the GoI, and relevant concessioning authorities from constructing or improving competing roads in certain circumstances, there are notable exceptions. Specifically, certain agreements may prohibit the widening of an existing highway by more than two metres over at least 75% of its length after the tenth anniversary of the project, provided the length of such competing road does not exceed 20% of the project highway. Similarly, for any additional highway developed in the last ten years of the concession period, the restriction applies if its length does not exceed 20% of the project highway. However, neither NHAI nor the GoI is prohibited from constructing or improving competing free or toll roads if the average traffic on the toll road exceeds 90% of its designated designed capacity for three consecutive years. Additionally, neither the NHAI, nor the GoI or the respective concessioning authorities are restricted under the Concession Agreements from constructing alternative routes of travel which service the same areas as are serviced by the toll roads. In the event such alternative modes of travel are constructed, it may adversely impact our revenue of the toll roads.

The volumes of traffic on our toll roads, and the associated revenue, are subject to a wide array of unpredictable external influences. Factors such as fluctuations in commodity production and export, changes in vehicle ownership and operating costs, and adverse weather or natural disasters can all reduce road usage. Additionally, the state of connecting roads, construction projects nearby, toll road capacity and security, regulatory changes, and competition from other transport modes may impact both accessibility and revenue. Seasonal trends, such as reduced traffic during the monsoon and increased traffic during holidays, further add to this variability. For the nine months ended December 31, 2025, and the Financial Years 2025, 2024 and 2023 our revenue from operations from our toll collection was Rs 13,804.48 million, Rs 17,179.29 million, Rs 16,196.21 million, Rs 15,259.26 million, respectively, contributing to 92.25%, 86.46%, 86.46% and 86.04%, of our total revenue from operations, respectively.

Revenue from our annuity assets

Certain of our Project SPVs are operated on an annuity basis. Pursuant to the relevant Concession Agreements, a fixed amount as prescribed under the Concession Agreement is paid bi-annually as annuity by the respective concessioning authority. The counterparties for our annuity assets are NHAI and MoRTH. Given the strong governmental backing, maturity of concession frameworks and established track records, both NHAI and MoRTH have a low risk of default, providing assurance regarding the reliability and stability of our commercial arrangements with them. For the nine months ended December 31, 2025, and the Financial Years 2025, 2024 and 2023 our aggregate of income from operations and maintenance services and finance income on receivable under service concession arrangement were Rs 1,119.58 million, Rs 2,522.20 million, Rs 2,351.42 million, Rs 2,069.93 million, respectively, contributing to 7.48%, 12.69%, 12.55%, and 11.67%, of our revenue from operations, respectively.

However, our revenue from operations from our annuity assets are not linked to the actual costs incurred over the life of our assets. The costs related to routine operations, maintenance, and major repairs may prove to be higher than originally forecast. As the annuity payments are fixed and will not be adjusted to compensate for any additional expenditure or revenue deductions, any cost overruns or penalties will directly reduce the relevant Project SPVs profitability and lower the actual return on our investment. For further details on operating costs please see, Significant Factors affecting our Result of Operations - Operating expenses" on page 381.

Strategic expansion through acquisitions including under the ROFO Agreement

We have entered into the ROFO Agreement in relation to the future acquisition of assets which are held, or will be held by Epic 2 and certain schemes of Infrastructure Yield Trust (“Seller Entities"). As of the date of this Offer Document, there are 11 HAM assets under NHAI concessions which are ROFO Assets in terms of the ROFO Agreement. As of the date of this Offer Document, (i) five HAM assets are presently held by the Seller Entities, and (ii) six HAM assets are in the process of being acquired by the Seller Entities, pursuant to binding documentation entered into by the Seller Entities, subject to all conditions precedent under the binding documentation being satisfied. For further details of the ROFO Assets please see, “Business - Strong pipeline of Identified ROFO Assets ” on page 249.

Typically, HAM assets operate under a 15-year concession period starting from the commercial operations date, with NHAI acting as the counterparty. The revenue stream for HAM assets is contractually defined, which serves to shield the asset from traffic volume risks. Furthermore, these assets benefit from mechanisms that protect income against fluctuations in inflation and interest rates. Under the respective concession agreements, in addition to regular annuity payments and O&M payments throughout the operational phase, NHAI is required to pay interest on the reducing balance of the assets completion cost, which is generally equal to 60% of the bid project cost. This interest is set at a margin of 3% above the Reserve Bank of Indias prevailing bank rate and is paid over the duration of the operational period. Consequently, if floating loan interest rates rise as a result of an increased bank rate, the higher interest payments received from NHAI on the reducing completion cost help to partially offset the impact. This arrangement, embedded within the concession agreements, significantly reduces the exposure to interest rate risk for HAM assets, thereby enhancing their financial stability and predictability

However, there may be instances where we are unable to exercise our option for certain Identified ROFO Assets, and we may not be able to successfully acquire some or all Identified ROFO Assets, and there may still be uncertainties that are not uncovered during such an exercise including potential exposure to regulatory sanctions resulting from previous activities of the Identified ROFO Assets, potential regulatory hurdles and unforeseen financial liabilities. For further details see, “Risk Factors - Potential challenges in acquiring and integrating the ROFO Assets under the ROFO Agreements could adversely affect our business, financial position, operating results, and cash flows. In addition, these ROFO Agreements are subject to various terms and conditions, and we cannot assure you that we will be able to complete these transactions in a timely manner, or at all.” on page 71.

Furthermore, whether we can pursue future acquisitions will depend on several factors, including our ability to identify, finance, and acquire transport sector assets, including roads in the future, cost-effectively; our ability to integrate acquired personnel, operations, products, and technologies into our organization effectively; unforeseen issues or legal liabilities connected to acquired businesses; and any tax or accounting issues relating to those businesses.

Operating expenses

The transport sector, including roads, is a highly competitive sector that is capital intensive and requires significant expenditure. Our financial performance is significantly influenced by our ability to manage the operating and maintenance costs for our assets. Under the terms of our concession agreements, we are required to maintain our road projects to ensure the safe and uninterrupted flow of traffic. These maintenance activities give rise to costs for raw materials, fuel, labour, and equipment, the prices of which are subject to fluctuation based on factors beyond our control, such as general economic conditions, transport costs, and market prices.

We have adopted a comprehensive technology-driven approach to improve asset efficiency and optimize cost management. We employ an integrated suite of digital solutions, including iHAMS for AI-powered monitoring and the Juno platform for asset management, to drive operational efficiency and data-driven decision-making. These technologies, along with our Toll Analytic System, centralize data from road inspections and toll plazas. This framework enables predictive maintenance, streamlined workflows, and robust reporting across our projects. For further details please see, “Business - Operations and Maintenance” on page 269.

For the nine months ended December 31, 2025, and the Financial Years 2025, 2024 and 2023 our operations and maintenance expenses were Rs 2,941.39 million, Rs 5,585.34 million, Rs 5,947.26 million, Rs 6,277.21 million, respectively, constituting to 16.48%, 21.64%, 21.42%, and 24.92%, of our total expenses, respectively.

Interest rates and restrictive covenants

As of December 31, 2025, our total borrowings (current and non-current) were Rs 59,087.90 million of which aggregate secured borrowings (current and non-current) were Rs 37,194.96 million. An increase in interest rates or a reduction in the availability of financing could make it more difficult to obtain fund for our operations and future acquisitions, which may adversely affect our business and financial condition. Most of our borrowings have floating interest rates, which exposes us to the risk of rising interest rates. An increase in rates or a reduction in the availability of financing could make it more difficult or expensive to service our existing debt and fund operations or future acquisitions. For the nine months ended December 31, 2025, and the Financial Years 2025, 2024 and 2023 our finance costs were Rs 8,316.74 million, Rs 11,506.41 million, Rs 13,053.33 million, Rs 10,085.06 million, respectively, constituting to 46.60%, 44.58%, 47.01%, and 40.03%, of our total expenses, respectively.

Furthermore, our financing agreements contain restrictive covenants that limit our operational and financial flexibility. These include restrictions on incurring additional debt, making certain investments, paying dividends, and making changes to our capital structure without prior lender consent. Failure to comply with these terms, or the occurrence of other specified events of default, could trigger an acceleration of our repayment obligations. These factors could adversely affect our business, financial condition, and ability to execute our growth strategy. For further details please see, “Financial Indebtedness and Deferred Payments and “Risk Factors - Certain Initial Portfolio Assets have incurred indebtedness and are subject to restrictive covenants under their financing agreements. An inability to comply with repayment and other covenants in such financing agreements could adversely affect our business and financial condition” on pages 362 and 80, respectively.

Government schemes, policies and tax benefits

Significant shifts in government policy relating to the transport sector, including roads, can materially impact on the revenue from operations, costs, and potential for growth, particularly in relation to future developments. The performance of upcoming assets is likely to depend on budget allocations from both central and state agencies, as well as funding support from international or multilateral development finance organizations dedicated to transportation infrastructure. Any negative change in government priorities, policy framework, or regulatory focus concerning the broader infrastructure, transportation sector, or in the Trusts engagement with public authorities in India, may have an adverse effect on our business. Over the past decade, programmes such as Bharatmala Pariyojana, Pradhan Mantri Gram Sadak Yojana, and the National Infrastructure Pipeline have been launched to modernize highways, expand expressways, and strengthen rural connectivity. Policy emphasis has been supported by large budgetary allocations to MoRTH and innovative financing mechanisms such as the HAM and TOT framework. The sectors growth has been supported by measures to enhance user convenience on national highways, including the shift from traditional tolling systems to digital tolling through FASTag (Source: CRISIL Report).

Certain Project SPVs, namely (i) Jorabat Shillong Expressway Limited, Samkhiali Bhachau Gandhidham Tollway Private Limited, Panipat Elevated Corridor Private Limited, Thrissur Expressway Limited, Deccan Tollways Private Limited; and (ii) Dhola Infra Projects Private Limited and Dibang Infra Projects Private Limited, generate their revenue from their respective concession agreements with the NHAI and MoRTH, respectively. Furthermore, certain Project SPVs, including Ahmedabad - Maliya Tollway Private Limited, Sambalpur-Rourkela Tollway Private Limited and Rajkot-Vadinar Tollway Private Limited, have entered into concession agreements with state authorities such as Gujarat State Road Development Corporation Limited and The Chief Engineer, DPI & Roads, Odisha, respectively. Accordingly, they must maintain strong relationships with NHAI, MoRTH the Government of India, and the relevant state governments in India.

Furthermore, toll roads developed through public-private partnerships may be subject to delays, complex internal processes, policy shifts, local or national political pressures, changes in government budget allocations, and potential insufficiencies in funding. For instance, under the current policy, NHAI bears the cost of intermediaries such as banks for FASTag fee collection; however, in the future, NHAI may require concessionaires to bear these costs, as toll revenues ultimately belong to the project concessionaires. As governmental entities are involved in awarding, developing, and operating the awarded projects, our business is directly and significantly dependent on their ongoing support.

Additionally, certain Project SPVs are entitled to certain benefits, subject to conditions, under exemptions and concessions under the Income Tax Act 1961. Furthermore, taxation of distributions to Unitholders varies by the type of distribution, and their residency status, amongst other factors. However, the benefits to the Project SPVs may expire at various points of time. Any expiry, termination or GoI withdrawal of these tax benefits could result in an increase in our tax expenses, thereby adversely affecting our results of operations and cash flows.

Macro-economic environment in India and investment activity in the infrastructure and transport sectors, including roads

Indias transport sector is entering a pivotal phase of expansion, driven by sustained public investment, rising private participation, and a policy focus on integrated connectivity. With robust economic growth, increasing urbanization, and the rapid rise of e-commerce and logistics demand, the need for modern and efficient transport infrastructure is stronger than ever. The Governments flagship initiatives ranging from Bharatmala and

Sagarmala to the National Logistics Policy and PM Gati Shakti are not only augmenting capacity but also reshaping the investment landscape across asset classes. Roads, railways, ports, airports, and urban transit systems (metros) are witnessing differentiated yet complementary growth trajectories, creating significant opportunities for investors, developers, and operators over the next five years. Indias economic growth, with GDP forecast to grow between 6.5%-7.0% annually over the next five years, is a primary driver for both core road assets and related sectors (Source: CRISIL Report).

The Indian road network is the second largest road network in the world. There has been 6.6 times increase in ministry investment on road infrastructure between the Financial Year 2016 to 2027. Road transport and highways contribute to the highest proportion of the overall transport infrastructure budgetary outlay. (Source: CRISIL Report).

Investment in Indias road sector has risen steadily over the past decade. Total annual investments in roads and highways increased from about Rs 1.2 trillion in the Financial Year 2016 to an estimated Rs 4.2 trillion in the Financial Year 2025, with projections suggesting a further rise to Rs 4.4 trillion in the Financial Year 2026. This more than threefold increase underscores the strategic role of roads in enhancing connectivity, facilitating trade, and supporting economic expansion (Source: CRISIL Report).

However, there is no guarantee that current policies and investment levels will continue in the future. The pace of economic liberalization may slow, and laws or policies affecting foreign investment, currency exchange, and other investment-related matters in India could change. In the road sector specifically, the Government of Indias collaboration with private sector participants, including us, may not persist. Any major shift in Indias liberalization and deregulation policies, especially those concerning the road sector, could disrupt the broader business environment in India and affect our operations directly. Furthermore, an increased trade deficit or a decline in Indias foreign exchange reserves could have a negative effect on interest rates and liquidity, thereby adversely affecting the Indian economy and our business.

Competition

The Trust faces competition from other transport sector players, including road operators, financial investors and other InvITs in acquiring profitable concessions for future projects. The competition for road projects varies depending on the size, nature and complexity of the project and on the geographical region in which the project is to be executed. Some competitors may have greater financial resources, economies of scale and operating efficiencies than the Trust.

Basis of Preparation and Material Accounting Policies

The Special Purpose Combined Financial Statements of Citius Transnet Investment Trust (“the Trust”) comprise the Special Purpose Combined Balance Sheet as at December 31, 2025, March 31, 2025, March 31, 2024 and March 31, 2023; the Special Purpose Combined Statement of Profit and Loss (including other comprehensive income), the Special Purpose Combined Statement of Cash Flows, the Special Purpose Combined Statement of Changes in Equity for the nine months period ended December 31, 2025 and years ended March 31, 2025, March 31, 2024 and March 31, 2023, the Statement of Net Assets at Fair Value as at December 31, 2025, the Statement of Total Returns at Fair Value for the nine months period ended December 31, 2025 and year ended March 31, 2025 and a summary of material accounting policies and other explanatory information with other additional disclosures (collectively referred as the “Special Purpose Combined Financial Statements”).

The Special Purpose Combined Financial Statements have been prepared in accordance the Guidance Note on Combined and Carve-out Financial Statements, Guidance note on Reports in Company Prospectus (Revised 2019) issued by the Institute of Chartered Accountants of India (the “ICAI”) (the “Guidance Notes”), to the extent not inconsistent with SEBI (Infrastructure Investment Trusts) Regulations, 2014, SEBI master circular no. SEBI/HO/DDHS-PoD-2/P/CIR/2025/102 dated July 11, 2025, (“SEBI Circular”) and other circulars issued thereunder (“InvIT Regulations”), as amended and in accordance with Indian Accounting Standards(Ind AS) notified under the Companies (Indian Accounting Standards) Rules, 2015 (as amended from time to time) and other accounting principles generally accepted in India, notes mentioned below and accounting policies described in note 2(B) and presentation requirements of Division II of Schedule III to the Companies Act, 2013 (as amended from time to time), with the exceptions and modifications as mentioned in InvIT Regulations. Specific attention is drawn to the following aspects:

In preparing these Special Purpose Combined Financial Statements, “Capital” represent shareholders investment in the asset SPVs.

As on date of Special Purpose Combined Financial Statements, the Trust has not issued any units and hence, the earnings per unit could not be computed.

The Special Purpose Combined Financial Statements are Special Purpose Financial Statements and have been prepared by the Investment Manager to meet the requirements of the InvIT Regulations and for inclusion in this Offer Document and the Final Offer Document prepared by the Investment Manager in connection with the proposed initial public issue of units of the Trust. As a result, the Special Purpose Combined Financial Statements may not be suitable for any other purpose.

Since the Trust was newly set up on August 1, 2025 and has been in existence for a period lesser than three completed financial years, and the historical financial statements of the Trust are not available for the entire portion of the reporting period, hence in accordance with the requirements of the InvIT Regulations, the Special Purpose Combined Financial Statements have been disclosed even for the periods when such historical financial statements were not available. Furthermore, as required by the InvIT regulations, the Special Purpose Combined Financial Statements are prepared based on an assumption that all the components were part of the Trust for such period when the Trust was not in existence. Accordingly, all the components which are proposed to be owned by the Trust have been combined for the periods presented.

Amalgamation between EPIC Concesiones Private Limited (“EPIC”), EPIC Concesiones 3 Private Limited (“EPIC 3”), Vadodara Bharuch Tollway Limited (“VBTL”), Rewin Infrastructure Limited (“RIL”) and Palanpur Swaroopgunj Road Project Limited (“PSRPL”) is approved by the National Company Law Tribunal with the appointed date of April 11, 2024 wherein EPIC, VBTL, RIL and PSRPL shall be merged with EPIC 3. However, as required by the SEBI Circular, in the preparation of these Special Purpose Combined Financial Statements, all entities acquired are individually considered as part of the Trust for all the periods presented in accordance with the guidance prescribed in the SEBI Regulations with their net assets as at April 01, 2022 being considered at book value in the preparation of the Special Purpose Combined Financial Statements. These financial statements have been combined using historical basis for all periods presented.

The difference arising, if any between carrying values of investments in subsidiary and corresponding net assets of subsidiaries has been recognized as an adjustment on account of acquisition of subsidiaries in the capital reserve under other equity.

This Special Purpose Combined Financial Statements may not be representative of the position which may prevail after the components are transferred to Citius Transnet Investment Trust.

The Special Purpose Combined Financial Statements have been prepared on a going concern basis. These Special Purpose Combined Financial Statements have been prepared on the historical cost basis except for the following assets and liabilities which have been measured at fair value or at revalued amount:

- Certain financial assets and liabilities measured at fair value (refer accounting policy regarding financial instruments)

- Defined benefit plans, plan assets measured at fair value (refer accounting policy on defined benefit plans for details).

The Special Purpose Combined Financial Statements are prepared in Indian Rupees and rounded off to nearest million (Rs ‘000,000), except when otherwise indicated.

Basis of Combination and Carve-out

The Special Purpose Combined Financial Statements have been prepared using uniform accounting policies for like transactions and other events in similar circumstances. The financial statements or information of all the components or assets transferred used for the purpose of combination are drawn up to the same reporting date i.e. nine months period ended December 31, 2025 and years ended on March 31, 2025, March 31, 2024, and March 31, 2023. The Special Purpose Combined Financial Statements have been prepared using the principles of consolidation as per Ind AS 110 —Consolidated Financial Statements and the Guidance Notes, to the extent applicable. However, unlike consolidated financial statements, the Special Purpose Combined Financial Statements does not have any parent company.

The procedure for preparing Special Purpose Combined Financial Statements of the Trust are stated below -

i) The financial statements of all the components were combined by combining/adding like items of assets, liabilities, equity, income, expenses and cash flows.

ii) The financial statements of all the components were combined based on the assumption that all the components were part of a single group for the entire period presented.

iii) Intragroup assets, liabilities, equity, income, expenses and cash flows relating to transactions between components of the Trust are eliminated in full.

Carve-out financial information of the carved-out assets/businesses:

The Special Purpose Combined Financial Statements have been prepared by excluding certain subsidiaries / entities from Epic 3 which are not proposed to be transferred to the Trust. Accordingly, investments in such subsidiaries as of December 31 2025, March 31, 2025, March 31, 2024, and March 31, 2023 have been carved out and excluded from these Special Purpose Combined Financial Statements (referred to as the ‘Carved -out Entities). There are no assets which have been carved in for the purpose of preparatio n of Special Purpose Combined Financial Statements.

For the purpose of preparation of Special Purpose Combined Financial Statements:

- the financial information of carved-out entities have been prepared using principles prescribed in the Guidance Note on Combined and Carve-out Financial Statements.

- the net assets pertaining to Investments in the wholly owned subsidiaries of EPIC 3: Neelambur Madukkarai Tollway Limited, Watrak Infrastructure Private Limited, Kudgi Transmission Limited, PNG Tollway Limited and Chennai - Tada Tollway Limited have been carved out from EPIC 3 pertaining to Carved-out- entities in accordance with the requirements of InvIT Regulations.

The following basis of allocation has been followed in preparing Carve-out Financial Information for the carved out and carved in assets for use in the preparation of Special Purpose Combined Financial Statements:

- Income and expenses, which can be directly identified to carved-out entities/assets are treated as direct operating income or expenses. Similar principle has been applied for identification of specific assets and liabilities related to the carved-out entities/assets. Accordingly, assets, liabilities, revenue and expenses directly attributable to the carved-out entities/assets have been specifically identified and excluded in the Carve-out Financial Information. Certain other expenses are allocated in the ratio of revenue.

- No specific guidance is available for allocation of common income, expenses, assets and liabilities to carve- out entities. Accordingly, in preparing historical carved out financial information, certain accounting conventions commonly accepted and deemed appropriate by the Management have been applied. The allocation basis used is appropriate and reflects the Managements best estimate of how the underlying goods and services have been consummated by the carved-out entities. However, the financial position of the carved-out entities post allocation may not accurately reflect the financial position that would have been reported had the operations of these assets been carried out in a separate standalone entity or the position which may prevail in the future.

- Income taxes have been recorded as if the carved-out were a separate legal entity filing a separate tax return in their local jurisdiction. Tax expense has been arrived at in accordance with the Guidance Note on Combined and Carve-out Financial Statements. Accordingly, current and deferred tax income/expenses have been computed using the tax rates and tax laws that have been enacted or substantively enacted by the end of the reporting period and the taxable income of the carved-out entities.

- The difference between the assets and liabilities of the carved out financial statements as on each Balance Sheet date has been disclosed as ‘Carved out difference in Retained Earnings under Capital in accordance with the requirements of Guidance Note.

Material Accounting Policies

Current versus Non-current classification

The SPV Group segregates assets and liabilities into current and non-current categories for presentation in the Special Purpose Combined Balance Sheet after considering its normal operating cycle and other criteria set out in Ind AS 1, “Presentation of Financial Statements”. For this purpose, current assets and liabilities include the current portion of non-current assets and liabilities respectively. Deferred tax assets and liabilities are always classified as non-current.

The operating cycle is the time between the acquisition of assets for processing and their realization in cash and cash equivalents. The SPV Group has identified period up to twelve months as its operating cycle.

Fair value measurement

The SPV Group measures financial instruments, such as, investments in mutual funds, at fair value at each balance sheet date.

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either:

- In the principal market for the asset or liability, or

- In the absence of a principal market, in the most advantageous market for the asset or liability The principal or the most advantageous market must be accessible by the SPV Group.

The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their economic best interest.

A fair value measurement of a non-financial asset takes into account a market participants ability to generate economic benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use.

The SPV Group uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximising the use of relevant observable inputs and minimising the use of unobservable inputs.

All assets and liabilities for which fair value is measured or disclosed in the Special Purpose Combined Financial Statements are categorised within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement as a whole:

Level 1 - Quoted (unadjusted) market prices in active markets for identical assets or liabilities

Level 2- Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable

Level 3 -Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable

For assets and liabilities that are recognised in the Special Purpose Combined Financial Statements on a recurring basis, the SPV Group determines whether transfers have occurred between levels in the hierarchy by re-assessing categorisation (based on the lowest level input that is significant to the fair value measurement as a whole) at the end of each reporting period.

At each reporting date, the Management analyses the movements in the values of assets and liabilities which are required to be remeasured or re-assessed as per the group accounting policies. For this analysis, the Management verifies the major inputs applied in the latest valuation by agreeing the information in the valuation computation to contracts and other relevant documents.

The Management also compares the change in the fair value of each asset and liability with relevant external sources to determine whether the change is reasonable.

For the purpose of fair value disclosures, the SPV Group has determined classes of assets and liabilities on the basis of the nature, characteristics and risks of the asset or liability and the level of the fair value hierarchy as explained above.

This note summarises accounting policy for fair value. Other fair value related disclosures are given in the relevant notes as below.

- Disclosures for valuation methods, significant estimates and assumptions

- Quantitative disclosures of fair value measurement hierarchy

- Investment properties

- Financial instruments (including those carried at amortised cost)

Revenue Recognition

Revenue from contract with customers

Revenue from contracts with customers is recognised upon transfer of control of the promised goods or services to the customers at an amount that reflects the consideration the SPV Group expects to be entitled in exchange

for those goods or services, net of indirect taxes, penalties, or other similar items. The SPV Group has generally concluded that it is the principal in its revenue arrangements, because it typically controls the goods or services before transferring them to the customers.

Revenue from goods and services related to construction and operation of highways primarily include (i) income arising on toll collection, (ii) Construction/operational and maintenance income and (iii) fixed annuity income under Service concession agreements. The accounting policies for the specific revenue streams of the SPV Group are summarized below:

Construction revenue

Revenue from Construction contracts are recognised over time to the extent of performance obligation satisfied and control is transferred to the Customer and revenue is recognised using the percentage completion method. The stage of completion is assessed by reference to cost incurred. Contract costs are recognised as an expense in the Statement of Profit and Loss in the accounting periods in which the work to which they relate is performed.

Change of scope services includes services performed for MoRTH/NHAI other than mentioned in a service concession arrangement. Revenue related to change of scope services, utility shifting services, its supervision and other claims (demonetisation relief, Covid relief etc.) are accounted for when there is certainty of realization and can be measured reliably.

Amounts received as advance from customer are disclosed in the Special Purpose Combined Balance Sheet as contract liability and termed as “Advances from customer”. The amounts billed on customer for work performed and are unconditionally due for payment i.e. only passage of time is required before payment falls due, are disclosed in the Special Purpose Combined Balance Sheet as “Trade Receivables”.

Operational and maintenance Income

SPV group is required to carry out operations and maintenance on the road annually with an obligation to carry out periodic maintenance in terms of the concession at regular intervals. Revenue is recognized when services are performed and contractually billable.

Income from Service Concession Arrangement (Finance Income)

SPVs having unconditional contractual right to receive cash i.e. fixed annuity recognise the considerations given by the grantor i.e. MoRTH/NHAI in accordance with the Appendix D to Ind AS 115 - Service Concession Arrangements under financial assets model. Under financial assets model, asset SPV has an unconditional contractual right to receive cash during concession period. The finance income is calculated on the basis of the effective interest rate in accordance with the Ind AS 109. Such income is duly adjusted for any variation in the amount and timing of the cash flows in the period in which such variation occurs. Finance income is accounted for as other operating income.

Income arising from Toll Collection

SPVs which are entitled to Toll collections from the users of the infrastructure facility constructed by it under the Service Concession Arrangement recognise income upon completion of the performance obligation which largely coincides with actual toll collection from the user i.e. when the traffic passes through toll plazas.

Annual toll passes provide users the right to access and use the toll road for a specified period. The SPV Groups obligation is to provide continuous access over the validity period of the pass. Toll revenue, including revenue from passes, is recognized in the Statement of Profit and Loss as and when the right to collect toll arises in accordance with the concession arrangement. Revenue from sale of smart card is recognised as and when the cards are issued to the Users.

Variable Consideration

The nature of the SPV Groups contracts gives rise to several types of variable consideration, including claims, award, change in law, liquidated damages and penalties. The SPV Group recognizes revenue for variable consideration when it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur.

The SPV Groups claim for extra work and escalation in rates relating to execution of contracts are recognized as revenue in the year in which said claims are finally accepted by the customers.

Contract balances Contract assets

A contract asset is the right to consideration in exchange for goods or services transferred to the customer. If an asset SPV performs by transferring goods or services to a customer before the customer pays consideration or before payment is due, a contract asset is recognised for the earned consideration that is conditional.

Contract assets represent revenue recognized in excess of amounts billed and include unbilled receivables. Unbilled receivables, which represent an unconditional right to payment subject only to the passage of time, are reclassified to accounts receivable when they are billed under the terms of the contract.

Contract assets are subject to impairment assessment. Refer to accounting policies on impairment of financial assets in Financial instruments - initial recognition and subsequent measurement

Trade receivables

A receivable is recognised if an amount of consideration that is unconditional (i.e., only the passage of time is required before payment of the consideration is due). Refer to accounting policies of financial assets in section financial instruments - initial recognition and subsequent measurement.

Contract liabilities

A contract liability is the obligation to transfer goods or services to a customer for which SPV Group has received consideration (or an amount of consideration is due) from the customer. If a customer pays consideration before SPV Group transfers goods or services to the customer, a contract liability is recognised when the payment is received, or the payment is due (whichever is earlier). Contract liabilities are recognised as revenue when SPV Group performs under the contract (i.e., transfers control of the related goods or services to the customer).

Other income

Interest income

For all financial instruments measured at amortized cost, interest income is recorded using effective interest rate (EIR), which is the rate that exactly discounts the estimated future cash payments or receipts through the expected life of the financial instruments or a shorter period, where appropriate, to the net carrying amount of the financial asset. Interest income is included in other income in the statement of profit and loss.

Others

Other income includes gain on sale of investments, insurance proceeds and other miscellaneous income. Other Income is recognised when right to receive is established.

Government Grants

Government grants relating to construction and upgradation of infrastructure are considered as a part of total outlay of the construction project and are reduced from the cost of such project appearing under intangible assets

Taxes

Tax expense comprises current tax expense and deferred tax.

Current income tax

Current income tax assets and liabilities are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted, at the reporting date in the country where the SPV Group operates and generates taxable income.

Current income tax relating to items recognised outside profit or loss is recognised outside profit or loss (either in other comprehensive income or in equity). Current tax items are recognised in correlation to the underlying transaction either in OCI or directly in equity. Management periodically evaluates positions taken in the tax returns with respect to situations in which applicable tax regulations are subject to interpretation and considers whether it is probable that a taxation authority will accept an uncertain tax treatment. The SPV Group reflects the effect of uncertainty for each uncertain tax treatment by using either most likely method or expected value method, depending on which method predicts better resolution of the treatment.

Deferred Tax

Deferred tax is provided using the balance sheet approach on temporary differences between the tax base of assets and liabilities and their carrying amounts for financial reporting purposes at the reporting date. Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year when the asset is realised, or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the reporting date. Deferred tax relating to items recognised outside profit or loss is recognised outside profit or loss (either in other comprehensive income or in equity). Deferred tax items are recognised in correlation to the underlying transaction either in OCI or directly in equity. Deferred tax assets are recognised to the extent that it is probable that future taxable profits will be available against which they can be used. Deferred tax liabilities are recognised for all taxable temporary differences. The existence of unused tax losses is strong evidence that future taxable profit may not be available. Therefore, in case of a history of recent losses, SPV Group recognises a deferred tax asset only to the extent that it has sufficient taxable temporary differences or there is convincing other evidence that sufficient taxable profit will be available against which such deferred tax asset can be realised. Deferred tax assets - unrecognised or recognised, are reviewed at each reporting date and are recognised/ reduced to the extent that it is probable/ no longer probable respectively that the related tax benefit will be realised.

The SPV Group offsets deferred tax assets and deferred tax liabilities if and only if it has a legally enforceable right to set off current tax assets and current tax liabilities and the deferred tax assets and deferred tax liabilities, relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities which intend either to settle current tax liabilities and assets on a net basis, or to realise the assets and liabilities simultaneously, in each future period in which significant amounts of deferred tax liabilities or assets are expected to be settled or recovered.

Minimum alternate tax (MAT) paid in a year is charged to the statement of profit and loss as current tax for the year. The deferred tax asset is recognised for MAT credit available only to the extent that it is probable that the concerned company will pay normal income tax during the specified period, i.e., the period for which MAT credit is allowed to be carried forward. In the year in which the company recognizes MAT credit as an asset, it is created by way of credit to the statement of profit and loss and shown as part of deferred tax asset. The SPV Group reviews the “MAT credit entitlement” asset at each reporting date and writes down the asset to the extent that it is no longer probable that it will pay normal tax during the specified period.

Goods and Services Tax (GST)

Expenses and assets are recognised net of the amount of GST paid, except:

• When the tax incurred on a purchase of assets or services is not recoverable from the taxation authority, in which case, the tax paid is recognised as part of the cost of acquisition of the asset or as part of the expense item, as applicable

• When receivables and payables are stated with the amount of tax included

The net amount of tax recoverable from, or payable to, the taxation authority is included as part of other current/non-current assets/ liabilities in the balance sheet.

Property, Plant and Equipment

Items of Property, plant and equipment are stated at cost, net of accumulated depreciation and accumulated impairment losses, if any. Such cost includes the cost of replacing part of the plant and equipment and borrowing costs for qualifying assets if the recognition criteria are met. All repair and maintenance costs are recognised in profit or loss as incurred. Freehold land is carried at historical cost.

Subsequent Cost

The cost of replacing part of an item of property, plant and equipment is recognised in the carrying amount of the item if it is probable that the future economic benefits embodied within the part will flow to the SPV Group and its cost can be measured reliably. The carrying amount of the replaced part is de-recognised. The costs of the day-to-day servicing of property, plant and equipment are recognised in the Statement of Profit and Loss. Depreciation is calculated on a straight-line basis over the estimated useful lives of assets.

The SPV Group provides depreciation based on following useful life:

Asset Class	Estimated Useful Life	Useful life as per Schedule II of the Companies Act
Building	50 Years	60 Years
Plant and equipment	5-15 Years	5-15 Years
Vehicles	5-10 Years	8 - 10 Years
Furniture and fixtures & Electrical installation	10 Years	10 Years

 

Asset Class	Estimated Useful Life	Useful life as per Schedule II of the Companies Act
Office equipment	5 Years	5 Years
Computers	3 Years	3-6 Years
Leasehold improvements	3 Years	NA

The management believes that these estimated useful lives are realistic and reflect fair approximation of the period over which the assets are likely to be used.

The residual values, useful lives and methods of depreciation of property, plant and equipment are reviewed at each financial year end and adjusted prospectively, if appropriate.

An item of property, plant and equipment and any significant part initially recognised is derecognised upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss arising on derecognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in the statement of profit and loss when the asset is derecognised.

Investment properties

Investment property comprises completed property (land or a building or part of a building or both) that is held, or to be held, to earn rentals or for capital appreciation or both. Property held under a lease is classified as investment property when it is held to earn rentals or for capital appreciation or both. It does not include property held use in the supply of goods or services or for administrative purposes, nor it includes property held for sale in the ordinary course of business.

Investment properties are measured initially at cost, including transaction costs. Subsequent to initial recognition, investment properties are stated at cost less accumulated depreciation and accumulated impairment loss, if any.

The cost includes the cost of replacing parts and borrowing costs for qualifying assets if the recognition criteria is met. When significant parts of the investment properties are required to be replaced at intervals, the SPV Group depreciates them separately based on their specific useful lives. All other repair and maintenance costs are recognised in profit or loss as incurred.

Investment properties are depreciated using the straight line method over the estimated useful lives. Investment properties have a useful life of 50 years. The management believes that these estimated useful lives are realistic and reflect fair approximation of the period over which the assets are likely to be used.

Though the SPV Group measures investment properties using cost-based measurement, the fair value of investment properties are disclosed in the notes. Fair values are determined based on an annual evaluation performed by an accredited external independent valuer applying a valuation model.

Investment properties are derecognised either when they have been disposed of or when they are permanently withdrawn from use and no future economic benefit is expected from their disposal. The difference between the net disposal proceeds and the carrying amount of the asset is recognised in profit or loss in the period of derecognition.

Transfers are made to (or from) investment properties only when there is a change in use. Transfers between investment property and owner-occupied property do not change the carrying amount of the property transferred and they do not change the cost of that property for measurement or disclosure purposes.

Intangible Assets Under Service Concession Arrangements

Toll collection rights obtained in consideration for rendering construction services, represent the right to collect toll revenue from the users of the public service (road) during the concession period in respect of Build-Operate- Transfer ("BOT") and design, build, finance, operate and transfer (DBFOT) project undertaken by the asset SPVs.

Intangible Assets i.e. Right to collect toll/tariff are recognised when the SPV Group has been granted rights to charge a toll/tariff from the users of such public services and such rights do not confer an unconditional right on the SPV Group to receive cash or another financial asset and when it is probable that future economic benefits associated with the rights will flow to the SPV Group and the cost of the asset can be measured reliably.

Under the Concession Agreements, where the SPV Group has received the right to charge users of the public service, such rights are recognised and classified as “Intangible Assets” in accordance with Appendix C- ‘Service Concession Arrangements of Ind AS 115- ‘Revenue from Contracts with Customers. Such right is not an unconditional right to receive consideration because the amounts are contingent to the extent that the public uses the service. Toll collection rights are capitalized as intangible assets upon completion of the project when the asset SPV receives the completion certificate from the MoRTH/NHAI/SRDC as specified in the Concession Agreement, at the cumulative construction costs (including related margins) plus the present value of base obligation towards negative grants and additional concession fee payable to MoRTH/NHAI/SRDC, if any. Additional concession fee payable above base obligation is recognised as other expense.

Till completion of construction of the project, such arrangements are recognised as “Intangible assets under development” and are recognised at cumulative construction cost (including related margins) and borrowing costs if the recognition criteria are met. The other income received during the construction period is reduced from the carrying amount of Intangible assets under development.

An asset carried under concession arrangements is derecognized on disposal or when no future economic benefits are expected from its future use or disposal. Extension of concession period by the authority in compensation for claims made by the asset SPV are considered by the Management while determining useful lives of the toll collection rights when it is probable that such claims will be received and can be measured reliably.

The intangible assets which are recognised in the form of right to charge users of the infrastructure asset are amortized over period of operation of the facility on a straight line basis.

Intangible assets are assessed for impairment whenever there is an indication that the intangible asset may be impaired. The amortisation period and the amortisation method for an intangible asset are reviewed at least at the end of each reporting period. Changes in the expected useful life or the expected pattern of consumption of future economic benefits embodied in the asset are considered to modify the amortisation period or method, as appropriate, and are treated as changes in accounting estimates. The amortisation expense on intangible assets is recognised in the statement of profit and loss unless such expenditure forms part of carrying value of another asset.

Other Intangible assets

Intangible assets acquired separately are measured on initial recognition at cost. Following initial recognition, intangible assets are carried at cost less any accumulated amortisation and accumulated impairment losses.

Other intangible assets comprise of cost for software and other application software acquired.

Intangible assets with finite lives are amortised over the useful economic life and assessed for impairment whenever there is an indication that the intangible asset may be impaired. The amortisation period and the amortisation method for an intangible asset with a finite useful life are reviewed at least at the end of each reporting period. Changes in the expected useful life or the expected pattern of consumption of future economic benefits embodied in the asset are considered to modify the amortisation period or method, as appropriate, and are treated as changes in accounting estimates. The amortisation expense on intangible assets with finite lives is recognised in the statement of profit and loss unless such expenditure forms part of carrying value of another asset.

An intangible asset is derecognised upon disposal (i.e., at the date the recipient obtains control) or when no future economic benefits are expected from its use or disposal. Any gain or loss arising upon derecognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in the statement of profit and loss when the asset is derecognised.

Premium Deferment

Premium Deferral (i.e., premium payable less paid after adjusting premium deferment) is aggregated under premium deferred obligation in the Combined Balance Sheet. The interest payable on the above is aggregated under premium deferral obligation. Present value of minimum/fixed deferred premium is capitalised as part of intangible assets.

Borrowing Costs

Borrowing costs directly attributable to the acquisition or construction of an asset that necessarily takes a substantial period of time to get ready for its intended use or sale (qualifying asset) are capitalised as part of the cost of the asset. All other borrowing costs are expensed in the period in which they occur. Borrowing costs consist of interest and other costs that an entity incurs in connection with the borrowing of funds.

Borrowing costs includes interest, commitment charges, brokerage, underwriting costs, discounts / premiums, financing charges and all ancillary / incidental costs incurred in connection with the arrangement of borrowing. Investment income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted from the borrowing costs eligible for capitalization.

In case of concession arrangement under intangible asset model, borrowing costs attributable to the construction of infrastructure assets are capitalized up to the date of the final completion certificate of the asset / facility received from the authority for its intended use specified in the Concession Agreement. All borrowing costs subsequent to the capitalization of the intangible assets are charged to the Statement of Profit and Loss in the period in which such costs are incurred.

Leases

The SPV Group assesses at contract inception whether a contract is, or contains, a lease. That is, if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration

Group as a lessee

The SPV Group applies a single recognition and measurement approach for all leases, except for short-term leases and leases of low-value assets. The SPV Group recognises lease liabilities to make lease payments and right-of-use assets representing the right to use the underlying assets

Right-of-use assets

The SPV Group recognises right-of-use assets at the lease commencement date (i.e., the date the underlying asset is available for use). Right-of-use assets are measured at cost, less any accumulated depreciation and impairment losses, and adjusted for any remeasurement of lease liabilities. The cost of right-of-use assets includes the amount of lease liabilities recognised, for any lease payments made at or before the commencement date, plus any initial direct cost incurred, less any lease incentives received. Right-of-use assets are depreciated on a straight-line basis from the commencement date to the earlier of the end of the useful life or the end of the lease term, as follows:

- Buildings - 3 - 5 years

The right-of-use assets are also subject to impairment. Refer to the accounting policies in “Impairment of nonfinancial assets”.

Lease Liabilities

At the commencement date of the lease, the SPV Group recognises lease liabilities measured at the present value of lease payments to be made over the lease term. The lease payments include fixed payments (including in substance fixed payments) less any lease incentives receivable, variable lease payments that depend on an index or a rate, and amounts expected to be paid under residual value guarantees., In calculating the present value of lease payments, the SPV Group uses its incremental borrowing rate at the lease commencement date because the interest rate implicit in the lease is not readily determinable. After the commencement date, the amount of lease liabilities is increased to reflect the accretion of interest and reduced for the lease payments made. In addition, the carrying amount of lease liabilities is remeasured if there is a modification, a change in the lease term, a change in the lease payments (e.g., changes to future payments resulting from a change in an index or rate used to determine such lease payments) or a change in the assessment of an option to purchase the underlying asset.

Lease payments on short-term leases and leases of low-value assets are recognised as expense on a straight-line basis over the lease term.

Impairment of non-financial assets

The SPV Group assesses, at each reporting date, whether there is an indication that an asset may be impaired. If any indication exists, or when annual impairment testing for an asset is required, the SPV Group estimates the assets recoverable amount. An assets recoverable amount is the higher of an assets or cash-generating units (CGU) fair value less costs of disposal and its value in use. The recoverable amount is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or group of assets. When the carrying amount of an asset or CGU exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount.

In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. In determining fair value less costs of disposal, recent market transactions are taken into account. If no such transactions can be identified, an appropriate valuation model is used. These calculations are corroborated by valuation multiples, quoted share prices for publicly traded companies or other available fair value indicators.

Impairment losses of non-financial assets are recognised in the statement of profit and loss.

For assets excluding goodwill, an assessment is made at each reporting date to determine whether there is an indication that previously recognised impairment losses no longer exist or have decreased. If such indication exists, the SPV Group estimates the assets or CGUs recoverable amount. A previously recognised impairment loss is reversed only if there has been a change in the assumptions used to determine the assets recoverable amount since the last impairment loss was recognised. The reversal is limited so that the carrying amount of the asset does not exceed its recoverable amount, nor exceed the carrying amount that would have been determined, net of depreciation/amortization, had no impairment loss been recognised for the asset in prior years. Such reversal is recognised in the statement of profit or loss unless the asset is carried at a revalued amount, in which case, the reversal is treated as a revaluation increase.

Provisions and Contingent liabilities

Provisions

Provisions are recognised when the SPV Group has a present obligation (legal or constructive) as a result of past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. These are reviewed at each balance sheet date and adjusted to reflect the current best estimates. The expense relating to a provision is presented in the statement of profit and loss net of any reimbursement.

If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects, when appropriate, the risks specific to the liability. When discounting is used, the increase in the provision due to the passage of time is recognised as a finance cost.

Provision for Major Maintenance

As per the concession agreements, the SPV Group is obligated to carry out major maintenance of the roads under concession. The SPV Group estimates the likely provision required towards the same and accrues the cost on a straight-line basis over the period at the end of which maintenance would be required, in the Combined Statement of Profit and Loss.

The SPV Group estimates and provides for contractual obligations as per SCA with the Concessionaire to restore the infrastructure to a specified level of serviceability at periodic intervals during the SCA period or before it is handed over to the Concessionaire. These estimates are corroborated through purchase orders/ work orders placed or to be placed by the SPV Group as per the periodical maintenance estimate reports issued by an independent field expert and major maintenance strategy/ methodology approved by the Independent Consultant appointed by the Concessionaire.

As the estimated cost is based on the various assumptions such as current infrastructure (road, pavements, etc.) condition, expected timings of costs, inflation in material cost, discount rate, government policies etc., hence the management is required to apply judgement over these factors for revalidating the provision for expenses which is reviewed at each reporting date.

Contingent liability

Contingent liability is

(a) a possible obligation arising from past events and whose existence will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the entity, or

(b) a present obligation that arises from past events but is not recognised because:

- it is not probable that an outflow of resources embodying economic benefits will be required to settle the obligation, or

- the amount of the obligation cannot be measured with sufficient reliability.

The SPV Group does not recognize a contingent liability, but it discloses its existence and other required disclosures in notes to the financial statements, unless the possibility of any outflow of resources in settlement is remote.

Contingent Asset

A contingent asset is a possible asset that arises from past events and whose existence will be confirmed only by- the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the entity. The SPV Group does not recognize the contingent asset in its special purpose combined financial statements since this may result in the recognition of income that may never be realised. Where an inflow of economic benefits is probable, the SPV Group disclose a brief description of the nature of contingent assets at the end of the reporting period. However, when the realisation of income is virtually certain, then the related asset is not a contingent asset and the SPV recognize such assets.

Provisions, contingent liabilities and contingent assets are reviewed at each reporting date.

Retirement and other employee benefits:

The SPV Group provides post-employment benefits through various defined contribution and defined benefit plans.

Defined contribution plans (Provident Fund)

Retirement benefit in the form of provident fund is a defined contribution scheme. The SPV Group has no obligation, other than the contribution payable to the provident fund. The SPV Group recognizes contribution payable to the provident fund scheme as an expense, when an employee renders the related service. If the contribution payable to the scheme for service received before the balance sheet date exceeds the contribution already paid, the deficit payable to the scheme is recognized as a liability after deducting the contribution already paid.

Defined benefit plans (Gratuity)

Post-employment benefit in the form of gratuity fund scheme is a defined benefit plan. The cost of providing benefits under the defined benefit plan is determined using projected unit credit method (PUCM).

Remeasurements, comprising of actuarial gains and losses, the effect of the asset ceiling, excluding amounts included in net interest on the net defined benefit liability and the return on plan assets (excluding amounts included in net interest on the net defined benefit liability), are recognised immediately in the balance sheet with a corresponding debit or credit to retained earnings through OCI in the period in which they occur. Remeasurements are not reclassified to the statement of profit and loss in subsequent periods.

Past service costs are recognised in statement of profit and loss on the earlier of:

- The date of the plan amendment or curtailment, and

- The date on which the SPV Group recognises related restructuring costs

Net interest is calculated by applying the discount rate to the net defined benefit liability or asset. The SPV Group recognises the following changes in the net defined benefit obligation as an expense in the Special Purpose Combined Statement of Profit and Loss:

- Service costs comprising current service costs, past-service costs, gains and losses on curtailments and non-routine settlements; and

- Net interest expense or income

Short term benefits

Short term employee benefit obligations are measured on an undiscounted basis and are expensed as a related service provided. A liability is recognized for the amount expected to be paid under short term cash bonus or profit sharing plans if the SPV Group has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee and the obligation can be estimated reliably.

Provision for Compensated absences

Accumulated leave, which is expected to be utilized within the next 12 months, is treated as short-term employee benefit. The SPV Group measures the expected cost of such absences as the additional amount that it expects to pay as a result of the unused entitlement that has accumulated at the reporting date. The SPV Group recognizes expected cost of short-term employee benefit as an expense, when an employee renders the related service.

The SPV Group treats accumulated leave expected to be carried forward beyond twelve months, as long-term employee benefit for measurement purposes.

Such long-term compensated absences are provided for based on the actuarial valuation using the projected unit credit method at the reporting date. Remeasurement gains/losses are immediately taken to the statement of profit and loss and are not deferred. The obligations are presented as current liabilities in the balance sheet if the entity does not have an unconditional right to defer the settlement for at least twelve months after the reporting date.

Financial instruments

A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity.

Financial assets:

Initial recognition and measurement

Financial assets are classified, at initial recognition, and subsequently measured at amortised cost, fair value through other comprehensive income (OCI), and fair value through profit or loss.

The classification of financial assets at initial recognition depends on the financial assets contractual cash flow characteristics and the SPV Groups business model for managing them. With the exception of trade receivables that do not contain a significant financing component or for which the SPV Group has applied the practical expedient, the SPV Group initially measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss, transaction costs. Trade receivables that do not contain a significant financing component or for which the SPV Group has applied the practical expedient are measured at the transaction price determined under Ind AS 115. Refer to the accounting policies in section Revenue from contracts with customers.

In order for a financial asset to be classified and measured at amortised cost or fair value through OCI, it needs to give rise to cash flows that are ‘solely payments of principal and interest (SPPI) on the principal amount outstanding. This assessment is referred to as the SPPI test and is performed at an instrument level. Financial assets with cash flows that are not SPPI are classified and measured at fair value through profit or loss, irrespective of the business model.

The SPV Groups business model for managing financial assets refers to how it manages its financial assets in order to generate cash flows. The business model determines whether cash flows will result from collecting contractual cash flows, selling the financial assets, or both. Financial assets classified and measured at amortised cost are held within a business model with the objective to hold financial assets in order to collect contractual cash flows while financial assets classified and measured at fair value through OCI are held within a business model with the objective of both holding to collect contractual cash flows and selling.

Subsequent measurement

For purposes of subsequent measurement, financial assets are classified in two categories:

- Financial assets at amortised cost (debt instruments)

- Financial assets at fair value through profit or loss There are no financial assets designated at fair value through OCI.

Financial assets at amortised cost:

A ‘financial asset is measured at the amortised cost if both the following conditions are met:

a. The asset is held within a business model whose objective is to hold assets for collecting contractual cash flows, and

b. Contractual terms of the asset give rise on specified dates to cash flows that are solely payments of principal and interest (SPPI) and interest (SPPI) on the principal amount outstanding.

This category is the most relevant to the SPV Group. After initial measurement, such financial assets are subsequently measured at amortised cost using the effective interest rate (EIR) method and are subject to impairment as per the accounting policy applicable to ‘Impairment of financial assets. Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortisation is included in other income in the profit or loss. The losses arising from impairment are recognised in the profit or loss. The SPV Groups financial assets at amortised cost includes receivables under service concession agreements, trade receivables, and security deposits.

Financial assets at fair value through profit or loss:

Financial assets in this category are those that are held for trading and have been either designated by management upon initial recognition or are mandatorily required to be measured at fair value under Ind AS 109 i.e. they do not meet the criteria for classification as measured at amortised cost or FVOCI. Management only designates an instrument at FVTPL upon initial recognition, if the designation eliminates, or significantly reduces, the inconsistent treatment that would otherwise arise from measuring the assets or liabilities or recognising gains or losses on them on a different basis. Such designation is determined on an instrument-byinstrument basis.

Financial assets at fair value through profit or loss are carried in the balance sheet at fair value with net changes in fair value recognised in the statement of profit and loss.

Derecognition

A financial asset (or, where applicable, a part of a financial asset or part of a group of similar financial assets) is primarily derecognised (i.e. removed from the SPV Groups Special Purpose Combined Balance Sheet) when:

- The rights to receive cash flows from the asset have expired, or

- The SPV Group has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the received cash flows in full without material delay to a third party under a ‘pass-through arrangement; and either (a) the SPV Group has transferred substantially all the risks and rewards of the asset, or (b) the SPV Group has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset.

When the SPV Group has transferred its rights to receive cash flows from an asset or has entered into a passthrough arrangement, it evaluates if and to what extent it has retained the risks and rewards of ownership. When it has neither transferred nor retained substantially all of the risks and rewards of the asset, nor transferred control of the asset, the SPV Group continues to recognise the transferred asset to the extent of the SPV Groups continuing involvement. In that case, the SPV Group also recognises an associated liability. The transferred asset and the associated liability are measured on a basis that reflects the rights and obligations that the SPV Group has retained.Continuing involvement that takes the form of a guarantee over the transferred asset is measured at the lower of the original carrying amount of the asset and the maximum amount of consideration that the SPV Group could be required to repay.

Impairment of financial assets:

Further disclosures relating to impairment of financial assets are also provided in the following notes:

- Disclosures for significant assumptions -note 2(C)

- Trade receivables and contract assets - note 2.3

For trade receivables and contract assets, the SPV Group applies a simplified approach in calculating ECLs. Therefore, the SPV Group does not track changes in credit risk, but instead recognises a loss allowance based on lifetime ECLs at each reporting date.

For financial assets other than service concession receivables, as per Ind AS 109, the SPV Group considers a financial asset in default when contractual payments are past due. However, in certain cases, the SPV Group may also consider a financial asset to be in default when internal or external information indicates that the SPV Group is unlikely to receive the outstanding contractual amounts in full before taking into account any credit enhancements held by the SPV Group. A financial asset is written off when there is no reasonable expectation of recovering the contractual cash flows. The SPV Groups service concession receivables do not contain significant financing component and loss allowance on service concession receivables is measured at an amount equal to lifetime expected losses i.e. expected cash shortfall.

The impairment losses and reversals are recognised in statement of profit and loss.

Reclassification of financial assets

The SPV Group determines classification of financial assets on initial recognition. For financial assets which are debt instruments, a reclassification is made only if there is a change in the business model for managing those assets. Changes to the business model are expected to be infrequent. The SPV Groups senior management determines change in the business model as a result of external or internal changes which are significant to the SPV Groups operations. Such changes are evident to external parties. A change in the business model occurs when the SPV Group either begins or ceases to perform an activity that is significant to its operations. If the SPV Group reclassifies financial assets, it applies the reclassification prospectively from the reclassification

date which is the first day of the immediately next reporting period following the change in business model. The SPV Group does not restate any previously recognised gains, losses (including impairment gains or losses) or interest.

Modification of Cash Flows of financial assets and revision in estimates of Cash flows

When the contractual cash flows of a financial asset are renegotiated or otherwise modified and the renegotiation or modification does not result in the derecognition of that financial asset in accordance with Ind AS 109, the SPV Group recalculates the gross carrying amount of the financial asset and recognizes a modification gain or loss in profit or loss. The gross carrying amount of the financial asset is recalculated as the present value of the renegotiated or modified contractual cash flows that are discounted at the financial assets original effective interest rate. Any costs or fees incurred are adjusted to the carrying amount of the modified financial asset and are amortized over the remaining term of the modified financial asset.

If the SPV Group revises its estimates of payments or receipts (excluding modifications and changes in estimates of expected credit losses), it adjusts the gross carrying amount of the financial asset or amortized cost of a financial liability to reflect actual and revised estimated contractual cash flows. The SPV Group recalculates the gross carrying amount of the financial asset or amortized cost of the financial liability as the present value of the estimated future contractual cash flows that are discounted at the financial instruments original effective interest rate. The adjustment is recognized in statement of profit and loss.

Financial Liabilities:

Initial recognition, measurement and presentation

Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit or loss, loans and borrowings, payables, as appropriate.

All financial liabilities are recognised initially at fair value and, in the case of loans and borrowings and payables, net of directly attributable transaction costs.

The SPV Groups financial liabilities include trade payables, loans and borrowings including bank overdrafts and other financial liabilities.

Subsequent measurement

For purposes of subsequent measurement, financial liabilities are classified in two categories:

- Financial liabilities at fair value through profit or loss

- Financial liabilities at amortised cost (loans and borrowings)

Financial liabilities at fair value through profit or loss

Financial liabilities at fair value through profit or loss include financial liabilities held for trading and financial liabilities designated upon initial recognition as at fair value through profit or loss.

Financial liabilities are classified as held for trading if they are incurred for the purpose of repurchasing in the near term.

Gains or losses on liabilities held for trading are recognised in the profit or loss.

Financial liabilities are designated upon initial recognition as at fair value through profit or loss only if the criteria in Ind AS 109 are satisfied. For liabilities designated as FVTPL, fair value gains/ losses attributable to changes in own credit risk are recognized in OCI. These gains/ losses are not subsequently transferred to P&L. However, the SPV Group may transfer the cumulative gain or loss within equity. All other changes in fair value of such liability are recognised in the statement of profit and loss. The SPV Group has not designated any financial liability at fair value through profit or loss.

Financial liabilities at amortised cost (Loans and borrowings)

This is the category most relevant to the SPV Group. After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortised cost using the EIR method. Gains and losses are recognised in profit or loss when the liabilities are derecognised as well as through the EIR amortisation process. Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortisation is included as finance costs in the statement of profit and loss.

This category generally applies to borrowings.

Derecognition

A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as the derecognition of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognised in the statement of profit and loss.

Offsetting of financial instruments

Financial assets and financial liabilities are offset and the net amount is reported in the Special Purpose Combined Balance Sheet if there is a currently enforceable legal right to offset the recognised amounts and there is an intention to settle on a net basis, to realise the assets and settle the liabilities simultaneously.

Convertible preference shares:

Convertible preference shares are separated into liability and equity components based on the terms of the contract.

On issuance of the convertible preference shares, the fair value of the liability component is determined using a market rate for an equivalent non-convertible instrument. This amount is classified as a financial liability measured at amortised cost (net of transaction costs) until it is extinguished on conversion or redemption.

The remainder of the proceeds is allocated to the conversion option that is recognised and included in equity since conversion option meets Ind AS 32 criteria for fixed to fixed classification. Transaction costs are deducted from equity, net of associated income tax. The carrying amount of the conversion option is not remeasured in subsequent years.

Transaction costs are apportioned between the liability and equity components of the convertible preference shares based on the allocation of proceeds to the liability and equity components when the instruments are initially recognised.

Equity vs. financial liability classification:

An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. Equity instruments issued by the SPV Group are recognised at the proceeds received, net of direct issue costs. The SPV Group classifies a financial instrument issued by it as equity instrument only if below conditions are met:

- The instrument includes no contractual obligation to deliver cash or another financial asset to another entity. Nor it includes any obligation to exchange financial assets or financial liabilities with another entity under conditions that are potentially unfavourable to the issuer.

- If the instrument will, or may, be settled in the SPV Groups own equity instruments, it is nonderivative instrument that includes no contractual obligation for the SPV Group to deliver a variable number of its own equity instruments. If the instrument is derivative, then it should be settled only by the SPV Group exchanging a fixed amount of cash or another financial asset for a fixed number of its own equity instruments. All other instruments are classified as financial liability and accounted for using the accounting policy applicable to the Financial Liabilities.

Cash and Cash Equivalents:

Cash and cash equivalent in the balance sheet comprise cash at banks and on hand and short-term deposits with an original maturity of three months or less, that are readily convertible to a known amount of cash and subject to an insignificant risk of changes in value.

Cash flow statement

Special Purpose Combined Cash flow statement is prepared segregating the cash flows from operating, investing and financing activities. Cash flow from operating activities is reported using indirect method. Under the indirect method, the net profit/(loss) is adjusted for the effects of:

a) transactions of a non-cash nature;

b) any deferrals or accruals of past or future operating cash receipts or payments; and

c) all other items of income or expense associated with investing or financing cash flows.

The cash flows from operating, investing and financing activities of the SPVs are segregated based on the available information. Cash and cash equivalents (including bank balances) are reflected as such in the cash flow statement. Those cash and cash equivalents which are not available for general use as on the date of

Balance Sheet are also included under this category with a specific disclosure.

Earnings per unit:

Basic earnings per unit is calculated by dividing the net profit or loss for the period/year attributable to unit holders (after deducting attributable taxes) by the weighted average number of units outstanding during the period/year. For the purpose of calculating diluted earnings per unit, the net profit or loss for the period/year attributable to unit holders (after deducting attributable taxes) and the weighted average number of units outstanding during the period/year are adjusted for the effects of all dilutive potential equity units.

Segment reporting:

The SPV Group has structured its operations into one reportable segment of Construction and operation of highways. The management monitors the operating results of the activity of Construction and operation of highways for the purpose of making decisions about resource allocation and performance assessment. Segment performance is evaluated based on profit or loss and is measured consistently with profit or loss reported in the Special Purpose Combined Financial Statements. As the SPV Groups operations are structured into one reportable business segment i.e. Construction and operation of highways. Hence separate segment disclosures are not made.

Events after the reporting period

If the SPV Group receives information after the reporting period, but prior to the date of approved for issue, about conditions that existed at the end of the reporting period, it will assess whether the information affects the amounts that it recognises in its Special Purpose Combined Financial Statements. The SPV Group will adjust the amounts recognised in its Special Purpose Combined Financial Statements to reflect any adjusting events after the reporting period and update the disclosures that relate to those conditions in light of the new information. For non-adjusting events after the reporting period, the SPV Group will not change the amounts recognised in its Special Purpose Combined Financial Statements but will disclose the nature of the nonadjusting event and an estimate of its financial effect, or a statement that such an estimate cannot be made, if applicable.

Combined statement of net assets at fair value

The disclosure of Statement of Net Assets at Fair Value comprises of the fair values of the total assets and fair values of the total liabilities of individual components. The fair value of the assets are reviewed regularly by Management with reference to independent assets and market conditions existing at the reporting date, using generally accepted market practices. The independent valuers are leading independent appraisers with a recognised and relevant professional qualification and with recent experience in the location. Judgment is also applied in determining the extent and frequency of independent appraisals. Such independent appraisals and the assumptions used are reviewed at each balance sheet date.

Statement of Total Returns at Fair Value

The disclosure of total returns at fair value comprises of the total comprehensive income as per the Combined Statement of Profit and loss and other changes in fair value of investment property and intangible assets where the cost model is followed which were not recognised in total comprehensive income.

Significant accounting judgements, estimates and assumptions

The preparation of the SPV Groups Special Purpose Combined Financial Statements requires management to make judgements, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the accompanying disclosures, and the disclosure of contingent liabilities. Uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of assets or liabilities affected in future periods.

Other disclosures relating to the SPV Groups exposure to risks and uncertainties includes:

• Capital management note 33

• Financial risk management objectives and policies note 29

• Sensitivity analyses disclosures note 29

In the process of applying the SPV Groups accounting policies, management has made the following judgements and estimates, which have the most significant effect on the amounts recognised in the Special Purpose Combined Financial Statements:

Judgements

Service Concession arrangement:

The Cash flow model indicates the cash flow to be generated over the project lifecycle. The key inputs of the model comprise of annuity inflows, estimations on cost to build and maintain the asset and other operational efficiencies. These inputs are based on circumstances existing and management judgement / assumption on the future expectations based on current situations. Judgements include management view on expected earnings in future years, changes in interest rates, cost inflation, government policy changes, etc. These input assumptions could affect the reported cash flow from the related assets and accordingly these assumptions are reviewed periodically.

Defined Benefit Plan:

The cost of the defined benefit gratuity plan and the present value of the gratuity obligation are determined using actuarial valuation. An actuarial valuation involves making various assumptions that may differ from actual developments in the future. These include the determination of the discount rate, future salary increases and mortality rates. Due to the complexities involved in the valuation and its long-term nature, a defined benefit obligation is highly sensitive to changes in these assumptions. All assumptions are reviewed at each reporting date.

Estimates

Provision for Scheduled Maintenance/ Contractual obligation to restore the infrastructure to a specified level of serviceability

The SPV Group has contractual obligation to maintain the infrastructure to a specified level of serviceability or restore the infrastructure to a specified condition during the concession period and/or at the time of hand over to the grantor of the service concession agreement. Such obligations pertaining to periodic maintenance are measured at the best estimate of the expenditure that would be required to settle the obligation at the balance sheet date. In case of concession arrangements under financial asset model, such costs are recognized in the period in which such costs are actually incurred.

Impairment of Intangible assets and Service concession receivables

The SPV Group comprises entities either under Right to Toll Model or Right to Fixed Annuity Model. The SPV Group performs valuation using discounted cash flow method at each reporting date for each of such SPV which is considered as value in use for the purpose of calculation of impairment of Intangible asset (Rights under Service Concession Arrangements) or service concession receivable (as the case may be).

This valuation includes various management assumptions including revenue growth and future traffic for toll projects, expected operation and maintenance expense of highways, major maintenance of highways etc. Management has also obtained report from independent traffic consultant for revenue growth and future traffic and a report from technical consultant for estimated operation and maintenance expense/ periodic major maintenance expense for each of the SPV. These independent traffic study reports also include an assumption with respect to additional concession period over and above the present concession agreement in certain SPVs as below. These assumptions have significant implications in computation of value in use as at each reporting date.

Ahmedabad - Maliya Tollway Private Limited (“AMTL”): GSRDC has proposed a reduction in the concession period by 2.2 years in the First Concession Agreement on the grounds of use of different multipliers as per IRC 64 - 1990. Management is confident that classification considered by the management for computation of multiplier is appropriate and no such reduction is expected. Management has also obtained independent legal opinion in this regard. Accordingly, management has disregarded this reduction for the purpose of computation of above value in use. Theis matter is presently under arbitration. Further, an extension of 1 year period has also been considered for the purpose of computation of value in use on the basis of estimated future traffic and rights of AMTL under present Service Concession Agreement.

Samkhiali Bhachau Gandhidham Tollway Private Limited (“SGTL”): NHAI has proposed a reduction in the concession period by 1.89 years in the First Concession Agreement on the grounds of use of different multipliers as per IRC 64 - 1990. However, management is confident that classification considered by the management for computation of multiplier is appropriate and no such reduction is expected. Management has also obtained independent legal opinion in this regard. Accordingly, management has disregarded this reduction for the purpose of computation of above value in use. Theis matter is presently under arbitration.

Deccan Tollway Private Limited (“DTL”): NHAI has proposed a reduction in the concession period by 2.4 years in the First Concession Agreement on the grounds of use of different multipliers as per IRC 64 - 1990. However, management is confident that classification considered by the management for computation of multiplier is appropriate and no such reduction is expected. Management has also obtained independent legal opinion in this regard. Accordingly, management has disregarded this reduction for the purpose of computation of above value in use. Theis matter is presently under arbitration.Further, an extension of 5 years period has also been considered for the purpose of computation of value in use on the basis of estimated future traffic and rights of DTL under present Service Concession Agreement.

All above assumptions/estimates are critical in order to assess impairment of intangible asset/service concession receivable and also for computation of total returns at fair value and changes in fair value as included in these Special Purpose Combined Financial Statements.

Recent accounting pronouncements

New and amended standards

The SPV Group applied for the first-time certain standards and amendments, which are effective for annual periods beginning on or after 1 April 2025. The SPV Group has not early adopted any standard, interpretation or amendment that has been issued but is not yet effective.

Amendments to Ind AS 21 - Lack of exchangeability

The Ministry of Corporate Affairs (MCA) notified the Companies (Indian Accounting Standards) Amendment Rules, 2025, which amend Ind AS 21, The Effects of Changes in Foreign Exchange Rates to specify how an entity should assess whether a currency is exchangeable and how it should determine a spot exchange rate when exchangeability is lacking. The amendments also require disclosure of information that enables users of its financial statements to understand how the currency not being exchangeable into the other currency affects, or is expected to affect, the entitys financial performance, financial position and cash flows.

The amendments are effective for annual reporting periods beginning on or after 1 April 2025. When applying the amendments, an entity cannot restate comparative information.

The amendments do not have a material impact on the SPV Groups special purpose combined financial statements.

Amendments to Ind AS 1 - Classification of Liabilities as Current or Non-current and Non-current Liabilities with Covenants

In August 2025, the MCA notified amendments to paragraphs 69 to 76 of Ind AS 1 to specify the requirements for classifying liabilities as current or non-current. The amendments clarify:

• What is meant by a right to defer settlement

• That a right to defer must exist at the end of the reporting period

• That classification is unaffected by the likelihood that an entity will exercise its deferral right

• That only if an embedded derivative in a convertible liability is itself an equity instrument would the terms of a liability not impact its classification.

In addition, a requirement has been introduced to require disclosure when a liability arising from a loan agreement is classified as non-current and the entitys right to defer settlement is contingent on compliance with future covenants within twelve months.

If there is a breach of a material covenant of a long term loan arrangement on or before the end of the reporting period, resulting in the liability becoming payable on demand as at the reporting date, and the lender agrees— after the reporting period but before the financial statements are approved for issue—not to demand repayment for at least 12 months as a consequence of the breach, this shall be treated as an adjusting event. Accordingly, the entity is not required to classify the liability as current.

The amendments are effective for annual reporting periods beginning on or after 1 April 2025 retrospectively in accordance with Ind AS 8.

The amendments have resulted in additional disclosures in Note 11 but have not had an impact on the classification of SPV Groups liabilities.

Amendments to Ind AS 7 and Ind AS 107 - Supplier Finance Arrangements

In August 2025, the MCA notified amendments to Ind AS 7 Statement of Cash Flows and Ind AS 107 Financial Instruments: Disclosures to clarify the characteristics of supplier finance arrangements and require additional disclosure of such arrangements. The disclosure requirements in the amendments are intended to assist users of financial statements in understanding the effects of supplier finance arrangements on an entitys liabilities, cash flows and exposure to liquidity risk.

The amendments had no impact on the SPV Groups special purpose combined financial statements as the SPV Group does not have any supplier finance arrangements.

International Tax Reform—Pillar Two Model Rules - Amendments to Ind AS 12

In August 2025, the MCA notified amendments to Ind AS 12 Income Taxes in response to the OECDs BEPS Pillar Two rules and include:

• A mandatory temporary exception to the recognition and disclosure of deferred taxes arising from the jurisdictional implementation of the Pillar Two model rules; and

• Disclosure requirements for affected entities to help users of the financial statements better understand an entitys exposure to Pillar Two income taxes arising from that legislation, particularly before its effective date.

The mandatory temporary exception - the use of which is required to be disclosed - applies immediately. The remaining disclosure requirements apply for annual reporting periods beginning on or after April 01, 2025, but not for any interim periods ending on or before March 31, 2026.

The amendments had no impact on the SPV Groups special purpose combined financial statements as the SPV Group is not in scope of the Pillar Two model rules.

Standards issued but not yet effective

The new and amended standards that are notified by the Ministry of Corporate Affairs (MCA), but not yet effective, up to the date of issuance of the SPV Groups special purpose combined financial statements are disclosed below. The SPV Group will adopt these new and amended standards, when they become effective

Amendments to Ind AS 1 - Classification of Liabilities as Current or Non-current and Non-current liabilities with Covenants and Ind AS 10 Events after the Reporting Period

Ind AS 10 has been amended to remove the previous treatment under which a lenders post reporting date waiver granted before the financial statements were approved for issue of a breach of a material covenant in a long-term loan arrangement that occurred on or before the end of the reporting period, resulting in the liability becoming payable on demand at the reporting date, was regarded as an adjusting event.

For annual reporting periods beginning on or after April 01, 2026, any breach of a covenant whether material or immaterial occurring on or before the reporting date will, in accordance with Ind AS 1, require the related liability to be classified as current, unless the lender has granted a waiver of the breach on or before the reporting date and has agreed not to demand repayment for at least 12 months after the reporting date as a consequence of the breach. Such a waiver shall be treated as an adjusting event.

The amendments are effective for annual reporting periods beginning on or after April 01, 2026 retrospectively in accordance with Ind AS 8.

Key Components of our Statement of Profit and Loss Based on our Special Purpose Combined Financial Statements

The following descriptions set forth information with respect to the key components of our profit and loss statements.

Income

Income consists of revenue from contract with customers, other incomes and finance income.

Revenue from contracts with customers. Revenue from contracts with customers comprises of revenue generated pursuant to our concession agreements from our toll and annuity assets.

Other income. Other income primarily comprises of profit on sale of current investments (carried at fair value through profit & loss), profit on sale of property, plant and equipment, interest income, rental income fair value gain on investments, and income from insurance claims.

Expenses

Expenses consist of operation and maintenance expense, employee benefit expense, depreciation and amortization expense, finance costs and other expenses such as expenses on legal and professional fees, rent, travelling expenses, CSR expenditure, and repair and maintenance.

Operation and maintenance expense. Operation and maintenance expense comprise of operations and maintenance of carriageway, overlay and periodical maintenance, revenue share cost to service to relevant concession authorities, and electricity charges and construction cost.

Employee benefits expense. Employee benefit expense comprise of salaries and wages, contribution to provident fund and other funds, gratuity and staff welfare expenses

Depreciation and amortization. Depreciation and amortization relates to depreciation on property, plant and equipment and amortization of intangible assets.

Finance costs. Finance cost comprises of interest on borrowings, interest on deferred payments, interest on lease liabilities, unwinding of interest on borrowing cost, unwinding of interest on major maintenance and repair (“MMR”) provision and modification loss on financial liabilities etc.

Other expenses. Other expenses primarily comprise legal and professional expense, rent, travelling expenses, and other repairs and maintenance expenses.

Tax Expense

Tax expense consists of current tax expense and deferred tax expenses, MAT credit entitlements and tax relating to earlier periods.

Non-GAAP Measures

Certain Non-GAAP Measures like EBITDA, EBITDA Margin, Net Debt and Debt Equity Ratio (“Non-GAAP Measures”) presented in this Offer Document are a supplemental measure of our performance and liquidity that is not required by, or presented in accordance with, IndAS or Indian GAAP. Furthermore, these Non-GAAP Measures are not a measurement of our financial performance or liquidity under Ind AS or Indian GAAP and should not be considered in isolation or construed as an alternative to cash flows, profit/ (loss) for the years/ period or any other measure of financial performance or as an indicator of our operating performance, liquidity, profitability or cash flows generated by operating, investing or financing activities derived in accordance with Ind AS or Indian GAAP. In addition, Non-GAAP Measures are not standardized terms, hence a direct comparison of these Non-GAAP Measures between companies may not be possible. Other companies may calculate these Non-GAAP Measures differently from us, limiting its usefulness as a comparative measure. Although such Non-GAAP Measures are not a measure of performance calculated in accordance with applicable accounting standards, the Investment Manager believes that they are useful to an investor in evaluating us as they are widely used measures to evaluate our operating performance. Also see “Risk Factors - We have in this Offer Document included certain Non-GAAP Measures that may not be comparable with financial or industry related statistical information of similar nomenclature computed and presented by other infrastructure trusts.” on page 90.

Reconciliation of Non-GAAP Measures

Reconciliation from loss for the period / year to EBITDA and EBITDA Margin

The table below reconciles loss for the period / year to EBITDA and EBITDA Margin. EBITDA is calculated as earnings before interest, depreciation and amortization while EBITDA Margin is the percentage of EBITDA divided by total income.

(Rs in million, unless otherwise stated)

Particulars	Nine months period ended December 31, 2025	Financial Year
		2025 2024	2023
Total Income (A)	15,703.89	21,656.17	20,385.30	18,852.95
Loss for the period/year (B)	(2,190.48)	(4,177.51)	(7,741.18)	(6,540.08)
Tax expense (C)	46.31	22.19	359.77	201.77
Depreciation and amortization expense (D)	5,256.75	6,998.42	6,922.15	7,094.90
Finance costs (E)	8,316.74	11,506.41	13,053.33	10,085.06
EBITDA (F = B+C+D+E)	11,429.32	14,349.51	12,594.07	10,841.65
EBITDA Margin (G=F/A*100) (in %)	72.78%	66.26%	61.78%	57.51%

Reconciliation of Net Debt

The table below reconciles the net debt. Net debt represents current and non-current borrowings after deducting cash and cash equivalents, bank balances, investments and fixed deposits with banks having original maturity more than twelve months.

(Rs in million)

		As at March 31
		2025	2024	2023
Total borrowings (current and non-current) (A)	59,087.90	66,999.94	61,715.24	61,859.50
Cash and cash equivalents (B)	1,539.86	1,857.33	13,405.18	4,273.21
Bank balances other than cash and cash equivalents (C)(1)	3,826.99	2,654.90	4,194.70	7,195.50
Investments (D)	8,367.57	7,548.32	4,197.95	5,582.13
Fixed deposits with banks having original maturity more than twelve months (E)	2,764.97	1,910.07	2,395.76	8,386.84
Fixed deposit having remaining maturity of more than twelve months (F)	118.00	471.82	282.78	713.66
Net Debt (G = A-B-C-D-E-F)	42,470.51	52,557.50	37,238.87	35,708.16
Deposits with original maturity of more than three months and less than twelve months*	3,812.66	2,650.52	4,173.93	7,184.45
Earmarked balances with banks	14.33	4.38	20.77	11.05
	3,826.99	2,654.90	4,194.70	7,195.50

* The deposit with bank includes earmarked deposit with banks/ lenders against Debt Service Reserve Account (DSRA) and Major Maintenance Reserve Account (MMRA) which is disclosed here amounts to:

(Rs in million)

Particulars	As at December 31, 2025	As at March 31, 2025	As at March 31, 2024	As at March 31, 2023
a. Fixed deposit with lien placed for the purpose of future major maintenance and DSRA requirements	2,856.44	1,760.31	2,435.05	1,176.20
b. Amount in escrow account placed for the purpose of future major maintenance	10.00	757.40	414.00	-
c. Other liens	796.96	2.30	-	-
	3,663.40	2,520.01	2,849.05	1,176.20

Reconciliation of Debt to Equity Ratio

The table below reconciles the debt to equity ratio. Total debt is calculated as current borrowings plus noncurrent borrowings. Debt to equity is calculated as total debt divided by total equity.

(Rs in million, unless otherwise stated)

Particulars	2024	2023
Debt
Borrowings- Non-current (A)	42,667.76	49,060.25
Borrowings- Current (B)	19,047.49	12,799.25
Total borrowings (C = A+B)	61,715.25	61,859.50
Equity
Total Equity (D)	(11,355.96)	(4,134.13)
Debt Equity Ratio (E= C/D) (in times)	(5.43)	(14.96)

Our Results of Operations

The following table sets forth select financial data for the nine months ended December 31, 2025 and for the Financial Years 2025, 2024 and 2023, the components of which are also expressed as a percentage of total income for such period/year:

Particulars	Nine months period ended December 31, 2025		Financial Year
			2025		2024		2023
	(Rs in million)	(% of Total Income)	(Rs in million)	(% of Total Income)	(Rs in million)	(% of Total Income)	(Rs in million)	(% of Total Income)
Income:
Revenue from operations	14,963.64	95.29%	19,870.46	91.75%	18,731.73	91.89%	17,735.16	94.07%
Other income	740.25	4.71%	1,785.71	8.25%	1,653.57	8.11%	1,117.79	5.93%
Total Income	15,703.89	100.00%	21,656.17	100.00%	20,385.30	100.00%	18,852.95	100.00%
Expenses:
Operation and maintenance expense	2,941.39	18.73%	5,585.34	25.79%	5,947.26	29.17%	6,277.21	33.30%
Employee benefit expense	373.39	2.38%	548.60	2.53%	569.84	2.80%	594.92	3.16%
Depreciation and amortization expense	5,256.75	33.47%	6,998.42	32.32%	6,922.15	33.96%	7,094.90	37.63%
Finance costs	8,316.74	52.96%	11,506.41	53.13%	13,053.33	64.03%	10,085.06	53.49%
Other expenses	959.79	6.11%	1,172.72	5.42%	1,274.13	6.25%	1,139.17	6.04%
Total expenses	17,848.06	113.65%	25,811.49	119.19%	27,766.71	136.21%	25,191.26	133.62%
Loss before tax	(2,144.17)	(13.65)%	(4,155.32)	(19.19)%	(7,381.41)	(36.21)%	(6,338.31)	(33.62)%
Tax expense:
(1) Current tax	46.31	0.29%	42.64	0.20%	355.56	1.74%	200.32	1.06%
(2) Deferred tax	-	-	(26.75)	(0.12)%	3.80	0.02%	(4.05)	(0.02)%
(3) Tax relating to the earlier periods	-	-	6.30	0.03%	0.41	0.00%	5.50	0.03%
Loss for the period/year A1	(2,190.48)	(13.95)%	(4,177.51)	(19.29)%	(7,741.18)	(37.97)%	(6,540.08)	(34.69)%
Other comprehensive income
Items not to be reclassified to profit or loss in subsequent period
Re-measurement of defined benefit plans (net of tax)	(13.17)	(0.08)%	(12.48)	(0.06)%	0.65	0.00%	(0.30)	(0.00)%
Total other comprehensive income for the period/year, net of tax [B1	(13.17)	(0.08)%	(12.48)	(0.06)%	0.65	0.00%	(0.30)	0.00%
Total comprehensive income for the period/year, net of tax [A+B1	(2,203.65)	(14.03)%	(4,189.99)	(19.35)%	(7,740.53)	(37.97)%	(6,540.38)	(34.69)%

For the nine months ended December 31, 2025

Our results of operations for nine months ended December 31, 2025 were particularly affected by the following factors:

Total income: Our total income was Rs 15,703.89 million for the nine months ended December 31, 2025 primarily due to revenue from operations amounting to Rs 14,963.64 million which was 95.29% of our total income.

Revenue from operations. Our revenue from operations was Rs 14,963.64 million for the nine months ended December 31, 2025 which is primarily attributable to toll collection of Rs 13,804.48 million during the period, and finance income on receivable under service concession arrangements of Rs 821.32 million and income from operation and maintenance services amounting to Rs 298.26 million.

The table below provides the revenue from operations (net of eliminations) from each of our Project SPVs for the nine months ended December 31, 2025:

(t in million)

Project SPV	Project wise revenue from operations (net of eliminations) for the nine months ended December 31, 2025
Toll Project SPVs
Ahmedabad Maliya Tollway Private Limited (“AMTPL”)	3,285.94
Sambalpur-Rourkela Tollway Private Limited (“SRTPL”)	2,183.91
Samakhiali Bachau Gandhidham Tollway Private Limited (“SBGTPL”)	2,262.37
Deccan Tollways Private Limited (“DTPL”)	1,981.81
Rajkot - Vadinar Tollway Private Limited (“RVTPL”)	1,972.73
Thirssur Expressway Limited (“TEL”)	1,262.62
Panipat Elevated Corridor Private Limited (“PECPL”)	894.68
Annuity Project SPVs
Dhola Infra Projects Private Limited (“Dhola”)	388.23
Dibang Infra Projects Private Limited (“Dibang”)	325.04
Jorabat Shillong Expressway Limited (“JSEL”)	406.31
Total project wise revenue from operations (net of eliminations)	14,963.64

Other income: Our other income were Rs 740.25 million for the nine months ended December 31, 2025 primarily attributable to interest income on fixed deposits of Rs 336.01 million, net gain on sale of investment in mutual funds of Rs 303.60 million and net gain on investments measured at fair value through profit and loss of Rs 44.77 million.

Expenses

Total expenses. Our total expenses were Rs 17,848.06 million for the nine months ended December 31, 2025 primarily due to finance costs of Rs 8,316.74 million, depreciation and amortization expense of Rs 5,256.75 million, operations and maintenance expenses of Rs 2,941.39 million, other expenses of Rs 959.79 million and employee benefit expense of Rs 373.39 million, the reasons are provided as below:

Finance costs: Our finance costs was Rs 8,316.74 million for the nine months ended December 31, 2025 primarily due to (i) interest for financial liabilities at amortized cost on (a) additional concession fee amounting to Rs 3,329.39 million; (b) term loan amounting to Rs 2,430.93 million; (c) compulsorily convertible debentures amounting to Rs 1,266.03 million; (d) non-convertible debentures amounting to Rs 590.65 million and (ii) unwinding of interest on major maintenance provision amounting to Rs 634.17 million.

Depreciation and amortization expense: The depreciation and amortization expense was Rs 5,256.75 million for the nine months ended December 31, 2025 primarily due to amortization of intangible assets amounting to Rs 5,202.61 million and depreciation of property, plant and equipment amounting to Rs 30.59 million.

Operation and maintenance expense: Operation and maintenance expense was Rs 2,941.39 million for the nine months ended December 31, 2025 primarily due to periodic major maintenance expense amounting to Rs 1,727.65 million, repairs and maintenance of highways amounting to Rs 598.63 million, toll management fees amounting to Rs 326.18 million and security services amounting to Rs 106.31 million.

Other expenses: Our other expenses were Rs 959.79 million for the nine months ended December 31, 2025 primarily due to additional concession fees of Rs 502.72 million, legal and professional fees of Rs 301.53 million and miscellaneous expenses of Rs 61.72 million.

Employee benefit expense: Employee benefit expense was Rs 373.39 million for the nine months ended December 31, 2025 primarily due to salaries, wages and bonus amounting to Rs 317.82 million and contribution to provident and other funds amounting to Rs 26.69 million.

Loss before tax for the nine months period: As a result of the foregoing, we incurred a loss before tax of Rs 2,144.17 million for the nine months ended December 31, 2025.

Total tax expense: Our total tax expense was Rs 46.31 million for the nine months ended December 31, 2025 primarily due to income tax on capital gains and other incomes.

Loss for the period: We incurred a loss of Rs 2,190.48 million for the nine months ended December 31, 2025.

Other comprehensive income: Other comprehensive income items that were not reclassified to profit or (loss) in subsequent period included remeasurement of defined benefit plans, net of tax, of Rs (13.17) million for the nine months ended December 31, 2025.

Total comprehensive loss for the nine months period: Total comprehensive loss was Rs 2,203.65 million for the nine months ended December 31, 2025 as a result of the factors outlined above.

Financial Year 2025 compared to the Financial Year 2024

Our results of operations for the Financial Year 2025 were particularly affected by the following factors:

Total income. Our total income increased by 6.23% or Rs 1,270.88 million from Rs 20,385.30 million in Financial Year 2024 to Rs 21,656.17 million in the Financial Year 2025, primarily due to increase in toll collection, increase in income from operations and maintenance services and increase in profit on sale of investment. This increase in income was partially offset by decrease in finance income from service concession arrangement and interest income on fixed deposits.

Revenue from operations: Our revenue from operations increased by 6.08% or Rs 1,138.73 million to Rs 19,870.46 million in Financial Year 2025 from Rs 18,731.73 million in the Financial Year 2024, primarily due to increase in (i) toll collection from Rs 16,196.21 million in the Financial Year 2024 to Rs 17,179.29 million in the Financial Year 2025, and (ii) income from operations and maintenance services from Rs 998.45 million in the Financial Year 2024 to Rs 1,332.44 million in the Financial Year 2025 primarily due to major maintenance work undertaken by JSEL which led to significant increase in income from major maintenance work in the Financial Year 2025.

The table below provides the revenue from operations (net of eliminations) from each of our Project SPVs for the Financial Year 2024 and 2025:

(Rs in million, except as specified)

Project SPV	Project wise revenue from operations (net of eliminations) for the Financial Year		Variation
	2025	2024	(%)
Toll Project SPVs
AMTPL	4,003.37	3,642.64	9.90%
SRTPL	3,039.18	2,830.34	7.38%
SBGTPL	2,803.84	2,616.75	7.15%
DTPL	2,466.11	2,422.63	1.79%
RVTPL	2,291.56	2,104.68	8.88%
TEL	1,628.30	1,674.55	(2.76)%
PECPL	1,115.90	1,088.72	2.50%
Annuity Project SPVs
Dhola	658.82	582.34	13.13%
Dibang	384.14	428.95	(10.45)%
JSEL	1,479.25	1,183.17	25.02%
Palanpur-Swaroopgunj Road Project Limited (“PSRPL”)	-	156.95	(100.00)%
Total project wise revenue from operations (net of eliminations)	19,870.46	18,731.73	6.08%

Other income: Our other income increased by 7.99% or Rs 132.14 million from Rs 1,653.57 million in the Financial Year 2024 to Rs 1,785.71 million in the Financial Year 2025, primarily due to increase in (i) net gain on sale of investment in mutual funds from Rs 397.65 million in the Financial Year 2024 to Rs 424.30 million in the Financial Year 2025, (ii) net gain on investments measured at fair value through profit and loss from Rs 15.04 million in the Financial Year 2024 to Rs 119.41 million in the Financial Year 2025,and (iii) interest income on income tax refund from Rs 7.28 million in the Financial Year 2024 to Rs 83.52 million in the Financial Year 2025. This increase in income was partly offset by decrease in interest income on fixed deposits from Rs 929.23 million in the Financial Year 2024 to Rs 538.22 million in the Financial Year 2025. Other income also includes interest income

on account of claim settlement with authorities of Rs 143.37 million in the Financial Year 2024 and Rs 532.57 million in the Financial Year 2025 pursuant to settlement agreements entered into concessioning authorities.

Expenses

Total expenses: Our total expenses decreased by 7.04% or Rs 1,955.22 million to Rs 25,811.49 million in the Financial Year 2025 from Rs 27,766.71 million in the Financial Year 2024, primarily due to decrease in maintenance expenses and finance costs, which were partially offset by an increase in depreciation and amortization expenses. The reasons are provided below:

Finance costs: Our finance costs decreased by 11.85% or Rs 1,546.92 million to Rs 11,506.41 million in the Financial Year 2025 from Rs 13,053.33 million in the Financial Year 2024, primarily due to decrease in (i) interest on term loan from Rs 4,385.63 million in the Financial Year 2024 to Rs 3,902.04 million in the Financial Year 2025, (ii) interest on non-convertible debentures from Rs 3,438.48 million in the Financial Year 2024 to Rs 895.98 million in the Financial Year 2025 which included additional redemption premium expenses on debentures of Thrissur Expressway Limited aggregating to Rs 2,258.14 million during the Financial Year 2024, (iii) other borrowing cost from Rs 186.40 million in the Financial Year 2024 to Rs 175.27 million in the Financial Year 2025. This decrease was partly offset by increase in (i) interest on additional concession fees from Rs 4,389.31 million in the Financial Year 2024 to Rs 4,439.84 million in the Financial Year 2025, and (ii) interest on compulsorily convertible debentures from Rs NIL in the Financial Year 2024 to Rs 1,251.07 million in the Financial Year 2025.

Other expenses: Our other expenses decreased by 7.96% or Rs 101.41 million to Rs 1,172.72 million in Financial Year 2025 from Rs 1,274.13 million in the Financial Year 2024, primarily on decrease in (i) bad debts written off aggregating from Rs 128.17 million in the Financial Year 2024 to Rs 25.26 million in the Financial Year 2025, (ii) modification loss on financial assets from Rs 38.29 million in the Financial Year 2024 to Rs NIL in the Financial Year 2025, (iii) travelling expenses from Rs 77.38 million in the Financial Year 2024 to Rs 62.07 million in the Financial Year 2025 and (iv) office maintenance expense from Rs 109.43 million in the Financial Year 2024 to Rs 95.66 million in the Financial Year 2025. This decrease was partially offset by an increase in (i) additional concession fees from Rs 425.55 million in the Financial Year 2024 to Rs 522.19 million in the Financial Year 2025, and (ii) legal and professional fees from Rs 296.73 million in the Financial Year 2024 to Rs 326.44 million in the Financial Year 2025.

Operation and maintenance expense: Operation and maintenance expense incurred decreased by 6.09% or Rs 361.92 million to Rs 5,585.34 million in Financial Year 2025 from Rs 5,947.26 million in the Financial Year 2024, primarily due to decrease in (i) period major maintenance expense from Rs 3,828.97 million in the Financial Year 2024 to Rs 3,661.71 million in the Financial Year 2025, (ii) repairs and maintenance of highways from Rs 1,136.01 million in the Financial Year 2024 to Rs 944.47 million in the Financial Year 2025.

Employee benefit expense: Employee benefit expense incurred decreased by 3.73% or Rs 21.24 million to Rs 548.60 million in the Financial Year 2025 from Rs 569.84 million in the Financial Year 2024, primarily due to decrease in salaries, wages, and bonus from Rs 499.04 million in the Financial Year 2024 to Rs 484.33 million in the Financial Year 2025.

Depreciation and amortization expense: The depreciation and amortization expense increased by 1.10% or Rs 76.27 million to Rs 6,998.42 million in the Financial Year 2025 from Rs 6,922.15 million in the Financial Year 2024, primarily due to increase in amortization on our intangible assets.

Loss before tax for the financial year: As a result of the foregoing, we incurred a loss of Rs 4,155.32 million for the Financial Year 2025 as compared to a loss of Rs 7,381.41 million for the Financial Year 2024.

Total tax expenses: Our total tax expenses decreased by 93.83% or Rs 337.57 million to Rs 22.19 million for the Financial Year 2025 from Rs 359.77 million for the Financial Year 2024, primarily due to reduction in tax expenses of SRTPL from Rs 184.9 million in the Financial Year 2024 to Rs nil in the Financial Year 2025. This is because of major maintenance provision by SRTPL in the Financial Year 2025 aggregating to Rs 1,449.30 million which was claimed as deduction for computation of taxable income of SRTPL in Financial Year 2025. Also, reduction in tax expenses of EPIC Concession 3 Private Limited from Rs 115.91 million in the Financial Year

2024 to Rs 9.37 million in the Financial Year 2025 contributed to the decrease in the total tax expenses.

Loss for the year: As a result of the foregoing, we incurred a loss of Rs 4,177.51 million for the Financial Year

2025 as compared to a loss of Rs 7,741.18 million for the Financial Year 2024.

Other comprehensive income: Other comprehensive income items that were not reclassified to profit or (loss) included remeasurement of defined benefit plans, net of tax, of Rs (12.48) million for the Financial Year 2025 as compared to a profit of Rs 0.65 million for the Financial Year 2024.

Total comprehensive loss for the financial year: Total comprehensive loss decreased by 45.87% or Rs 3,550.54 million to Rs 4,189.99 million in the Financial Year 2025 from Rs 7,740.53 million in the Financial Year 2024.

Financial Year 2024 compared to the Financial Year 2023

Our results of operations for the Financial Year 2024 were particularly affected by the following factors:

Total income Our total income increased by 8.13% or Rs 1,532.34 million to Rs 20,385.30 million in the Financial Year 2024 from Rs 18,852.95 million in the Financial Year 2023, primarily due to increase in toll collection, increase in revenue from operation and maintenance services, increase in interest income and increase in profit on sale of investment.

Revenue from operations: Our revenue from operations increased by 5.62% or Rs 996.57 million to Rs 18,731.73 million for the Financial Year 2024 from Rs 17,735.16 million for the Financial Year 2023, primarily due to increase in (i) toll collection from Rs 15,259.26 million in the Financial Year 2023 to Rs 16,196.21 million in the Financial Year 2024, and (ii) income from operation and maintenance services from Rs 543.41 million in the Financial Year 2023 to Rs 998.45 million in the Financial Year 2024 primarily due to major maintenance work undertaken by JSEL which led to significant increase in income from major maintenance work in the Financial Year 2024.

The table below provides the revenue from operations (net of eliminations) from each of our Project SPVs for Financial Year 2023 and 2024:

(T in million, except as specified)

Project SPV	Project wise revenue from operations ( net of eliminations) for the Financial Year		Variation
	2024	2023	(%)
Toll Project SPVs
AMTPL(1)	3,642.64	3,709.98	(1.82)%
SRTPL	2,830.34	2,196.42	28.86%
SBGTPL	2,616.75	2,320.46	12.77%
DTPL	2,422.63	2,284.27	6.06%
RVTPL(2)	2,104.68	2,594.38	(18.88)%
TEL	1,674.55	1,497.82	11.80%
PECPL	1,088.72	1,053.65	3.33%
Annuity Project SPVs
Dhola	582.34	644.54	(9.65)%
Dibang	428.95	454.73	(5.67)%
JSEL	1,183.17	789.69	49.83%
PSRPL	156.95	189.22	(17.05)%
Total project wise revenue from operations (net of eliminations)	18,731.73	17,735.16	5.62%

Notes:

(1) For Financial Year 2023 includes compensation claim received from GSRDC amounting to T481.30 million.

(2) For Financial Year 2023 includes compensation claim received from GSRDC amounting to T1,120.40 million.

The toll collection significantly increased for (i) SRTPL primarily due to increased traffic because of mining activities and construction activities going on in adjacent areas, and (ii) SBGTPL primarily due to increased traffic related to port activities in the corridor.

Other income: Our other income increased by 47.93% or Rs 535.78 million to Rs 1,653.57 million in the Financial Year 2024 from Rs 1,117.79 million in the Financial Year 2023, primarily due to increase in (i) net gain on sale

of investment in mutual funds from Rs 176.70 million in the Financial Year 2023 to Rs 397.65 million in the Financial Year 2024, (ii) interest income on fixed deposits from Rs 784.98 million in the Financial Year 2023 to Rs 929.23 million in the Financial Year 2024, (iii) provisions/liabilities no longer required written back from Rs 16.85 million in the Financial Year 2023 to Rs 106.43 million in the Financial Year 2024, and (iv) income on account of claim settlement with authorities from Rs NIL in the Financial Year 2023 to Rs 143.37 million in the Financial Year 2024 from concession authorities on account of claim settlement by way of settlement agreement executed.

Expenses

Total expenses: Our total expenses increased by 10.22% or Rs 2,575.45 million to Rs 27,766.71 million in the Financial Year 2024 from Rs 25,191.26 million in the Financial Year 2023, primarily due to, increase in finance cost and increase in other expenses which was partially offset by decrease in operation and maintenance expenses, depreciation and amortization expense and employee benefit expense. The reasons for the same are provided below:

Operation and maintenance expense: Operation and maintenance expense incurred decreased by 5.26% or Rs 329.95 million to Rs 5,947.26 million in the Financial Year 2024 from Rs 6,277.21 million in the Financial Year 2023, primarily due to decrease in (i) period major maintenance expenses from Rs 4,014.13 million in the Financial Year 2023 to Rs 3,828.97 million in the Financial Year 2024, (ii) construction expenses from Rs 333.71 million in the Financial Year 2023 to Rs 149.61 million in the Financial Year 2024, (iii) change of scope expenses from Rs 66.64 million in the Financial Year 2023 to Rs 5.57 million in the Financial Year 2024, (iv) insurance expenses from Rs 172.58 million in the Financial Year 2023 to Rs 150.12 million in the Financial Year 2024 and (v) power and fuel cost from Rs 150.40 million in the Financial Year 2023 to Rs 128.64 million in the Financial Year 2024 which was partially offset by increase in repairs and maintenance of highways from Rs 1,087.43 million in the Financial Year 2023 to Rs 1,136.01 million in the Financial Year 2024.

Finance costs: Our finance costs increased by 29.43% or Rs 2,968.28 million to Rs 13,053.33 million in the Financial Year 2024 from Rs 10,085.06 million in the Financial Year 2023, primarily due to increase in (i) interest on non-convertible debentures from Rs 883.01 million in the Financial Year 2023 to Rs 3,438.48 million in the Financial Year 2024 which included additional redemption premium expenses on debentures in Thrissur Expressway Limited aggregating to Rs 2,258.14 million, increase in interest on additional concession fees from Rs 4,207.86 million in the Financial Year 2023 to Rs 4,389.31 million in the Financial Year 2024 primarily due to interest accrued on outstanding negative grant payable to authority, (ii) unwinding interest on major maintenance provision from Rs 364.08 million in the Financial Year 2023 to Rs 651.68 million in the Financial Year 2024 primarily due to major maintenance provisions carrying in books for future obligations, (iii) other borrowing cost from Rs 166.53 million in the Financial Year 2023 to Rs 186.40 million in the Financial Year 2024 which was partially offset by decrease in interest on term loan from Rs 4,453.40 million in the Financial Year 2023 to Rs 4,385.63 million in the Financial Year 2024.

Other expenses: Our other expenses increased by 11.85% or Rs 134.96 million to Rs 1,274.13 million in the Financial Year 2024 from Rs 1,139.17 million for the Financial Year 2023, primarily due to (i) bad debt written off amounting Rs 128.17 million in the Financial Year 2024 against Rs 17.84 million in the Financial Year 2023 primarily due to derecognizing of claims from authorities, (ii) modification loss on financial assets amounting Rs 38.29 million in the Financial Year 2024 against NIL in the Financial Year 2023, and (iii) provision for doubtful debts amounting to Rs 12.97 million in the Financial Year 2024 against Rs 0.05 million amount in the Financial Year 2023. This was partly offset by decrease in (i) legal and professional fees from Rs 330.26 million in the Financial Year 2023 to Rs 296.73 million in the Financial Year 2024, (ii) CSR expenditure from Rs 41.22 million in the Financial Year 2023 to Rs 14.04 million in the Financial Year 2024 and (iii) additional concession fees from Rs 460.34 million in Financial Year 2023 to Rs 425.55 million in Financial Year 2024.

Employee benefit expense: Employee benefit expense incurred decreased by 4.22% or Rs 25.08 million to Rs 569.84 million for the Financial Year 2024 from Rs 594.92 million for the Financial Year 2023, primarily due to decrease in salaries, wages and bonus from Rs 525.75 million in the Financial Year 2023 to Rs 499.04 million in the Financial Year 2024. This is primarily attributable to intra group relocation of resources with previous owner of in EPIC Concession 3 Private Limited in the Financial Year 2024 on the basis of business requirements.

Depreciation and amortization expense: The depreciation and amortization expenses decreased by 2.43% or Rs 172.75 million to Rs 6,922.15 million for the Financial Year 2024 from Rs 7,094.90 million for the Financial Year 2023, primarily due to decrease in amortization of intangible assets.

Loss before tax for the financial year: As a result of the foregoing, we incurred a loss of Rs 7,381.41 million for the Financial Year 2024 against Rs 6,338.31 million for the Financial Year 2023.

Total tax expense: As a result of the foregoing, our total tax expense increased by 78.31% or Rs 158.00 million to Rs 359.77 million for the Financial Year 2024 from Rs 201.77 million for the Financial Year 2023, primarily due to an increase in the current tax expense by 77.50% or Rs 155.25 million to Rs 355.56 million for the Financial Year 2024 from Rs 200.32 million for the Financial Year 2023.

Loss for the year: As a result of the foregoing, we incurred a loss of Rs 7,741.18 million for the Financial Year 2024 against Rs 6,540.08 million for the Financial Year 2023.

Other comprehensive income: Other comprehensive income items that were not reclassified to profit or (loss) included a remeasurement of defined benefit plans, net of tax, of Rs 0.65 million for the Financial Year 2024 as compared to loss of Rs (0.30) million for the Financial Year 2023.

Total comprehensive loss for the financial year: As a result of the foregoing, our total comprehensive loss increased by 18.35% to Rs 7,740.53 million for the Financial Year 2024 from Rs 6,540.38 million for the Financial Year 2023.

Liquidity and Capital Resources

Historically, our primary liquidity requirements have been to finance our capital expenditure and working capital needs for our operations. We have met these requirements through cash flows from operations and borrowings. As of December 31, 2025, we had Rs 1,539.86 million in cash and cash equivalents and Rs 3,826.99 million in bank balances other than cash and cash equivalents. We believe that, after taking into account the expected cash to be generated from operations, we will have sufficient liquidity for our present and anticipated requirements for capital expenditure and working capital for the next 12 months.

Cash Flows

The following table sets forth our cash flows for the years/period indicated:

in million)

Particulars	For the nine months ended December 31, 2025	Financial Year Ended
		2025	2024	2023
Net cash flow from operating activities	7,820.15	10,449.52	9,392.51	9,079.25
Net cash flow from / (used in) investing activities	(2,009.58)	(23,851.74)	10,711.13	(532.25)
Net cash generated from / (used in) financing activities	(6,128.04)	1,854.37	(10,971.67)	(6,585.64)
Net increase / (decrease) in cash and cash equivalents	(317.47)	(11,547.85)	9,131.97	1,961.36

Operating A ctivities

Net cash flow from operating activities was Rs 7,820.15 million for the nine months ended December 31, 2025. The operating profit before working capital changes was Rs 11,580.50 million, and post working capital adjustments, the cash flow generated from operations was Rs 7,893.16 million. Income tax paid (net of refund) for the period was Rs (73.01) million.

Net cash flow from operating activities was Rs 10,449.52 million for the Financial Year 2025. The operating profit before working capital changes of Rs 14,339.52 million, and post working capital adjustments, the cash flow generated from operations was Rs 10,386.92 million. Income tax paid (net of refund) for the year was Rs 62.60 million.

Net cash flow from operating activities was Rs 9,392.51 million for the Financial Year 2024. The operating profit before working capital changes of Rs 13,256.01 million, and post working capital adjustments, the cash flow generated from operations was Rs 9,811.94 million. Income tax paid (net of refund) for the year was Rs (419.43) million.

Net cash flow from operating activities was Rs 9,079.25 million for the Financial Year 2023. The operating profit before working capital changes of Rs 12,180.16 million, and post working capital adjustments, the cash flow

generated from operations was Rs 9,217.81 million. Income tax paid (net of refund) for the year was Rs (138.56) million.

Investing Activities

Net cash flow used in investing activities was Rs 2,009.58 million for the nine months ended December 31, 2025 primarily on account of investment in fixed deposits with banks and which was partially offset by interest received.

Net cash flow used in investing activities was Rs 23,851.74 million for the Financial Year 2025 primarily on account of merger, which was partly offset by proceeds from fixed deposits from banks.

Net cash flow from investing activities was Rs 10,711.13 million for the Financial Year 2024 primarily on account of proceeds from fixed deposits with banks, sale of investments in mutual fund and interest received. This was partly offset by purchase of property, plant and equipment and intangible assets.

Net cash flow used in investing activities was Rs 532.25 million for the Financial Year 2023 primarily on account of investment in fixed deposits with banks, and purchase of property, plant and equipment and intangible assets, partly offset by interest received.

Financing Activities

Net cash flow used in financing activities was Rs 6,128.04 million for the nine months ended December 31, 2025 primarily due to repayment of borrowings term loan and payment of interest of interest and other finance costs, partly offset by proceeds from borrowings term loan.

Net cash flow from financing activities was Rs 1,854.37 million for the Financial Year 2025 primarily due to proceeds from secured borrowings, adjustment on account of carve out, partly offset by payment of other finance costs, payment of interest on borrowings.

Net cash flow used in financing activities was Rs 10,971.67 million for the Financial Year 2024 primarily due to payment of other finance costs, payment of interest on borrowings and adjustment on account of carve out.

Net cash flow used in financing activities was Rs 6,585.64 million for the Financial Year 2023 primarily due to payment of other finance costs, payment of interest on borrowings, repayment of borrowings, partly offset by adjustment on account of carve out.

Indebtedness

As of December 31, 2025, we had total borrowings (consisting of current and non-current borrowings) of Rs 59,087.90 million. Our debt to equity ratio was (1.78) times as of December 31, 2025. For further information on our indebtedness, please see “Financial Indebtedness and Deferred Payments on page 362 of this Offer Document.

The following table sets forth certain information relating our total borrowings as of December 31, 2025, and our repayment obligations in the periods indicated:

in million)

Particulars	As at December 31, 2025
Non-current borrowings (A)	36,240.04
Current borrowings (B)	22,847.86
Total borrowings (C=A+B)	59,087.90

Capital and other Commitments

The following table sets forth certain information relating to our capital and other commitments as of December 31, 2025 in accordance with Ind AS 16-Property, Plant and Equipment:

(Rs in million)

Particulars	As at December 31, 2025
Estimate amount of EPC contract remaining to be executed (net of advances)	-
Other capital commitment	7.71

Contingent Liabilities

The following table sets forth certain information relating to our contingent liabilities which have not been provided for, as of December 31, 2025, as per IND AS-37 Provisions, Contingent Liabilities and Contingent Assets:

(Rs in million)

Particulars	As at December 31, 2025
In respect of Income tax matters	1,215.19
In respect of Indirect tax matters	2,566.10
In respect of guarantee and securities offered	775.19
In respect of other matters	573.35

Notes:

1. In respect of income tax matters, the SPV Group is contesting Income tax related demand/notices with respect to certain disallowance proposed by the Income tax authorities such as method of amortisation of intangibles, notional interest computed under IND AS etc. Management believes that its position will likely be upheld in the appellate process. No expense has been accrued in the special purpose combined financial statements for the tax demands/notices raised. The management believes that the ultimate outcome of the proceedings will not have a material adverse effect on the SPV Group financial position and results of the operations.

2. In respect of indirect tax matters, the SPV Group is contesting excise, service tax and goods and services tax related demand/notices with respect to additional tax demanded by the tax authorities on certain annuity payments collected from highway authorities. Management believes that its position will likely be upheld in the appellate process. No expense has been accrued in the special purpose combined financial statements for the tax demands/notices raised. The management believes that the ultimate outcome of the proceedings will not have a material adverse effect on the SPV Group financial position and results of the operations.

3. In respect of guarantee and securities offered, the guarantees include bank guarantees given against certain on going arbitrations on behalf of EPIC Transnet Infrastructure Private Limited (formerly known as Watrak Infrastructure Private Limited)/Neelambur Madukkari Tollway Private Limited (formerly known as Transportation Infrastructure Limited), DSRA (Debt Service Reserve Account) and bid bond guarantees.

4. In respect of other matters, the SPV Group has received communication from Accountant General, Ahmedabad, the Office of the Superintendent of Stamps and Registration, Gandhinagar alleging that the Concession Agreement (“CA ”) was not adequately stamped and has instructed to pay additional stamp duty for Ahmedabad - Maliya Tollway Private Limited (“AMTPL ”) & Rajkot-Vadinar Tollway Private Limited (“RVTPL”). No liability has been recognised in the special purpose combined financial statements for the demand raised. The management believes that the ultimate outcome of the proceedings will not have a material adverse effect on the SPV Group financial position and results of the operations.

While in March 2026, bank guarantees given against certain ongoing arbitrations on behalf of EPIC Transnet Infrastructure Private Limited (formerly known as Watrak Infrastructure Private Limited) of Rs 697.70 million and Neelambur Madukkari Tollway Private Limited (formerly known as Transportation Infrastructure Limited) of Rs 10.00 million have been released, we cannot assure you that we will not incur similar or increased levels of contingent liabilities in the future. For details, please see “Risk Factors - We have certain contingent liabilities as of December 31, 2025, which, if they materialize, may affect our results of operations, financial condition and cash flows on page 88.

Related Party Transactions

We have engaged in the past, and may engage in the future, in transactions with related parties. For details of our related party transactions, please see “Related Party Transactions” on page 417.

Quantitative and Qualitative Disclosures about Market Risk

Market risk

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk: (i) interest rate risk, (ii) currency risk and (iii) other price risk. Financial instruments affected by market risk include loans and borrowings and deposits. However, the Trust does not have currency and other price risk as at December 31, 2025, March 31, 2025, March 31, 2024 and March 31, 2023.

Interest rate risk

Interest rate risk is the risk that the fair value of future cash flows of the financial instruments will fluctuate because of changes in market interest rates. The Trust is mainly exposed to the risk due to borrowings having variable rate of interest.

The table below provides the interest rate risk exposure for the period:

(Rs in million)

Particulars	As at December 31, 2025	As at March 31
		2025	2024	2023
Borrowings bearing fixed rate of interest	26,016.69	29,978.81	15,466.01	18,602.23
Borrowings bearing variable rate of interest	33,071.21	37,021.13	46,249.23	43,257.27

Unusual or Infrequent Events or Transactions

Except as described in this Offer Document, to our knowledge, there have been no unusual or infrequent events or transactions that have in the past or may in the future affect our business operations or future financial performance. There have been no other events or transactions that, to our knowledge, that may be described as “unusual" or “infrequent".

Significant Economic Changes that Materially affect or are likely to affect Income from Continuing Operations

Our business has been subject, and we expect it to continue to be subject, to significant economic changes that materially affect or are likely to affect our income from continuing operations identified above in “- Significant Factors Affecting our Result of Operations and the uncertainties described in “Risk Factors" on pages 381 and 64, respectively.

Known Trends or Uncertainties

Our business has been subject, and we expect it to continue to be subject, to significant economic changes arising from the trends identified above in “Significant Factors affecting our Results of Operations" and the uncertainties described in “Risk Factors" on pages 381 and 64, respectively. To our knowledge, except as discussed in this Offer Document, there are no known trends or uncertainties that have or had or are expected to have a material adverse impact on revenues or income from continuing operations.

Future Relationship between Cost and Revenue

Other than as described in “Risk Factors, “Business and “Discussion and analysis by the Directors of the Investment Manager of the financial condition, results of operations and cash flows of the Initial Portfolio Assets of the Trust on pages 64, 240 and 375 respectively, to our knowledge there are no known factors that may adversely affect our business prospects, results of operations and financial condition.

New Products or Business Segments

Other than as disclosed in this section and in “Business" on page 240 of this Offer Document, we have not announced and do not expect to announce in the near future any new business segments.

Seasonality of Business

Our business is seasonal in nature. For further details please see, “Risk Factors - Our business is subject to seasonal fluctuations and business and economic cycles that may affect our cash flows" on page 88.

Suppliers or Customer Concentration

We do not have any concentration of suppliers or customers in our business.

Competitive Conditions

We operate in a competitive environment. Please see “Business", “Industry Overview and “Risk Factors" on pages 240, 176 and 64, respectively for further information on our industry and competition.

Recent Accounting Pronouncements

As of the date of this Offer Document, there are no recent accounting pronouncements which would have a material effect on our financial condition or results of operations.

Summary of Reservations or Qualifications or Adverse Remarks of Auditors

There are no reservations, qualifications or adverse remarks highlighted by the Statutory Auditors in their reports to our financial statements as at and for the nine months ended December 31, 2025.

Details of operating revenue from our Project SPVs post December 31, 2025

The operating revenue from our Project SPVs for January 2026 and February 2026 is as follows:

(Rs in million)

Operating revenue for the month ended	TEL	SRTPL	DTPL	SBGTPL	PEL	AMTPL	RVTPL	JSEL	Dhola	Dibang	Total
January 2026	155.58	287.91	240.76	289.32	106.45	422.44	251.73	48.78	44.52	27.74	1875.23
February 2026	132.86	270.19	223.18	270.03	101.12	400.82	227.44	48.78	44.52	27.74	1746.68

Significant Developments subsequent to December 31, 2025

Except as disclosed in this Offer Document and more specifically in the sections “Business" and “Risk Factors" on pages 240 and 64, respectively, there are no significant developments that have occurred post December 31, 2025, that affect (a) our trading or profitability, (b) the value of our assets, or (c) our ability to pay our liabilities.