Highway Infrastructure Ltd Auditor Reports

INFORMATION

To,

The Board of Directors, Highway Infrastructure Limited, 57/FA, Scheme No. 94, Piplyahana, Indore - 452016 Madhya Pradesh, India

Dear Sirs,

1. We have examined the attached Restated Consolidated Financial Information of Highway Infrastructure Limited (the Company") and its subsidiaries (which includes one unincorporated entity being an Association of Persons over which the Company is having control) (the company and its subsidiaries collectively referred to as the Group"), which comprises of the Restated Consolidated Statement of Assets and Liabilities as at March 31st, 2025, March 31st, 2024 and March 31st, 2023, the Restated Consolidated Statement of Profit and Loss (including other comprehensive income), the Restated Consolidated Statement of Changes in Equity, the Restated Consolidated Cash Flow Statement, and the Summary Statement of Significant Accounting Policies and Other Explanatory Information, for the years ended March 31st, 2025, March 31st, 2024 and March 31st, 2023 (collectively, the "Restated Consolidated Financial Information"), as approved by the Board of Directors of the Company at their meeting held on June 19th, 2025 for the purpose of inclusion in the Red Herring Prospectus/ Prospectus ["RHP"/"Prospectus"] prepared by the Company in connection with its proposed Initial Public Offer of equity shares ("IPO") prepared in terms of the requirements of :

a) section 26 of Part I of Chapter III of the Companies Act, 2013 (the "Act");

b) the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended ("ICDR Regulations"); and

c) the Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by the Institute of Chartered Accountants of India (ICAI"), as amended from time to time (the Guidance Note").

2. The Companys Board of Directors is responsible for the preparation of the Restated Consolidated Financial Information for the purpose of inclusion in the RHP/Prospectus to be filed with Securities and Exchange Board of

India [the SEBI"], BSE Limited and National Stock Exchange of India Limited (collectively, the Stock Exchanges") and the Registrar of Companies, Madhya Pradesh, in connection with the proposed IPO. The Restated Consolidated Financial Information have been prepared by the management of the Company on the basis of preparation stated in Note 1B.1 of Annexure V to the Restated Consolidated Financial Information. The responsibility of the respective Board of Directors of the companies and members of the unincorporated entity included in the Group includes designing, implementing and maintaining adequate internal control relevant to the preparation and presentation of the Restated Consolidated Financial Information. The respective Board of Directors and members of the AOP are also responsible for identifying and ensuring that the Group complies with the Act, ICDR Regulations and the Guidance Note, as applicable.

3. We have examined such Restated Consolidated Financial Information taking into consideration:

a) the terms of reference and terms of our engagement agreed upon with you vide our engagement letters dated June 12^th, 2024, January 6^th, 2025 and May 20^th, 2025 in connection with the proposed IPO of equity shares of the Company;

b) the Guidance Note, which also requires that we comply with the ethical requirements of the Code of Ethics issued by the ICAI;

c) concepts of test checks and materiality to obtain reasonable assurance based on verification of evidence supporting the Restated Consolidated Financial Information; and

d) the requirements of Section 26 of the Act and the ICDR Regulations.

Our work was performed solely to assist you in meeting your responsibilities in relation to your compliance with the Act, the ICDR Regulations and the Guidance Note in connection with the proposed IPO.

4. These Restated Consolidated Financial Information have been compiled by the management from:

a) the Audited Consolidated Financial Statements of the Group as at and for the year ended March 31st, 2025, prepared in accordance with the Indian Accounting Standards (referred to as "Ind AS") as prescribed under Section 133 of the Act read with Companies (Indian Accounting Standards) Rules 2015, as amended, and other accounting principles generally accepted in India, to the extent applicable, which have been approved by the Board of Directors of the company at their meeting held on June 17th, 2025, by consolidating :

i) the Audited Standalone Financial Statements of the Company as at and for the year ended March 31st, 2025 prepared in accordance with the Indian Accounting Standards (referred to as "Ind AS") as prescribed under Section 133 of the Act read with Companies (Indian Accounting Standards) Rules 2015, as amended, and other accounting principles generally accepted in India, to the extent applicable, which have been approved by the Board of Directors at their meeting held on June 17th, 2025.

ii) the Audited Financial Statements of the subsidiary Company as at and for the year ended March 31st, 2025 prepared in accordance with the Indian Accounting Standards (referred to as "Ind AS") as prescribed under Section 133 of the Act read with Companies (Indian Accounting Standards) Rules 2015, as amended, and other accounting principles generally accepted in India, to the extent applicable, which have been approved by the Board of Directors at their meeting held on June 12th, 2025.

iii) the Audited Financial Statements of the unincorporated subsidiary as at and for the year ended March 31st, 2025 prepared in accordance with the Indian Accounting Standards (referred to as "Ind AS") as prescribed under Section 133 of the Act read with Companies (Indian Accounting Standards) Rules 2015, as amended, and other accounting principles generally accepted in India, to the extent applicable, which have been approved by the members of such subsidiary at their meeting held on June 12th, 2025. a) the Audited Special Purpose Consolidated Financial Statements of the Group as at and for the years ended March 31st, 2024 and March 31st, 2023, prepared in accordance with the Indian Accounting Standards (referred to as "Ind AS") as prescribed under Section 133 of the Act read with Companies (Indian Accounting Standards) Rules 2015, as amended, and other accounting principles generally accepted in India, to the extent applicable, which have been approved by the Board of Directors of the company at their meeting held on June 17th, 2025, by consolidating financial statements referred in paras (c), (d) & (e) below.

b) the Audited Special Purpose Standalone Financial Statements of the Company as at and for the years ended March 31st, 2024 and March 31st, 2023, prepared in accordance with the Indian Accounting Standards (referred to as "Ind AS") as prescribed under Section 133 of the Act read with Companies (Indian Accounting Standards) Rules 2015, as amended, and other accounting principles generally accepted in India, to the extent applicable, which have been approved by the Board of Directors at their meeting held on June 17th, 2025. The same has been compiled by the Management from the Audited Standalone Financial Statements of the Company as at and for the years ended 31st March, 2024 and 31st March, 2023 prepared in accordance with Generally Accepted Accounting Principles in India ("Indian GAAP") which have been approved by the Board of Directors at their meetings held on May 28th, 2024 and September 5th, 2023 respectively, by making Ind AS adjustments to such financial statements.

c) the Audited Special Purpose Financial Statements of its subsidiary Company as at and for the years ended March 31st, 2024 and March 31st, 2023, prepared in accordance with the Indian Accounting Standards (referred to as "Ind AS") as prescribed under Section 133 of the Act read with Companies (Indian Accounting Standards) Rules 2015, as amended, and other accounting principles generally accepted in India, to the extent applicable, which have been approved by the Board of Directors of such Company at their meeting held on June 12th, 2025. The same has been compiled by the Management from the Audited Financial Statements of the subsidiary Company as at and for the years ended 31st March, 2024 and 31st March, 2023, prepared in accordance with Generally Accepted Accounting Principles in India ("Indian GAAP") which have been approved by the Board of Directors of such Company at their meetings held on April 30th, 2024 and September 10th, 2023 respectively, by making Ind AS adjustments to such financial statements.

d) the Audited Special Purpose Financial Statements of its unincorporated subsidiary as at and for the years ended March 31st, 2024 and March 31st, 2023, prepared in accordance with the Indian Accounting Standards (referred to as "Ind AS") as prescribed under Section 133 of the Act read with Companies (Indian Accounting Standards) Rules 2015, as amended, and other accounting principles generally accepted in India, to the extent applicable, which have been approved by the members of such subsidiary at their meeting held on June 12th, 2025. The same has been compiled by the Management from the Audited Financial Statements of the unincorporated subsidiary as at and for the years ended 31st March, 2024 and 31st March, 2023, prepared in accordance with Generally Accepted Accounting Principles in India ("Indian GAAP") which have been approved by the members of such subsidiary at their meetings held on April 30th, 2024 and September 2nd, 2023 respectively, by making Ind AS adjustments to such financial statements.

e) the Audited Special Purpose Financial Statements as referred to in paras (d) & (e) above, included in the Restated Consolidated Financial Information of the Company, as at and for the years ended March 31st, 2024 and March 31st, 2023, have been audited by other auditors as per details given below:

Name of the Entity	Relationship	Name of the Audit Firm	Period audited by Other Auditor
Highway & Tandon Tollways Private Limited	Subsidiary Company	D.N. Jhamb & Company Chartered Accountants	Financial years ended March 31st, 2024 and March 31st, 2023
Highway & Tandon Tollways	Subsidiary unincorporated entity Association of Persons in which the Company is having control (51% share)	Abhishek K. Jain & Associates Chartered Accountants	Financial years ended March 31st, 2024 and March 31st, 2023

5. For the purpose of our examination, we have relied on:

a) Auditors report issued by us, dated June 17th, 2025 on the Audited Consolidated Financial Statements of the Group as at and for the year ended March 31st, 2025 as referred in Paragraph 4(a) above.

b) Auditors report issued by us, dated June 17th, 2025 on the Audited Special Purpose Consolidated Financial Statements of the Group as at and for the years ended March 31st, 2024 and March 31st, 2023, as referred in Paragraph 4(b) above.

c) Auditors report issued by us, dated June 17th, 2025 on the Audited Special Purpose Standalone Financial Statements of the Company as at and for the years ended March 31st, 2024 and March 31st, 2023, as referred in Paragraph 4(c) above.

d) Auditors report issued by other Auditors, dated June 12th, 2025 on the Audited Special Purpose Financial Statements of the subsidiary company as at and for the years ended March 31st, 2024 and March 31st, 2023, as referred in Paragraph 4(d) above.

e) Auditors report issued by other Auditors, dated June 12th, 2025 on the Audited Special Purpose Financial Statements of the subsidiary unincorporated entity as at and for the years ended March 31st, 2024 and March 31st, 2023, as referred in Paragraph 4(e) above.

6. The audit report on the Consolidated financial statements as at and for the year ended March 31st, 2025 and the audit report on the Special Purpose Consolidated Financial Statements as at and for the years ended March 31st, 2024 and March 31st, 2023 have been prepared on the basis of audit reports and audited financial statements, which included certain qualifications on matters included in the reports on the Companies (Auditors Report) Order, 2020/ Companies (Auditors Report) Order 2016 issued by the Central Government of India in terms of sub-section (11) of Section 143 of the Act (included in Annexure VI in the attached Restated Summary Statements) which did not require any corrective adjustments.

7. We report that the Restated Consolidated Financial Information do not require any adjustment for the changes in accounting policies, material errors and regrouping/reclassification retrospectively for the years ended March 31st, 2025, March 31st, 2024 and March 31st, 2023 so as to reflect the same accounting treatment as per the accounting policies and grouping/classifications followed by the Group.

8. As indicated in our audit report referred above,

a) we did not audit the financial statements of both the subsidiaries as at and for the years ended March 31st, 2025, March 31st, 2024 and March 31st, 2023 whose share of total assets, total revenues and net cash inflows / (outflows) included in the Restated Consolidated Financial Information, for the relevant years, is tabulated below, which have been audited by other auditors and whose reports have been furnished to us by the Companys management and our opinion on the Restated Consolidated Financial Information, in so far as it relates to the amounts and disclosures included in respect of these components, is based solely on the reports of the other auditors:

[Rs. in Millions]

Particulars	As at/ for the year ended March 31st, 2025	As at/ for the year ended March 31st, 2024	As at/ for the year ended March 31st, 2023
Total Assets	404.91	466.91	389.05
Total Revenue	820.28	1,724.01	1894.49
Net cash flows/(outflows)	16.18	(1.85)	(0.13)

Our opinion on the Restated Consolidated Financial Information is not modified in respect of this matter.

b) These other auditors of the subsidiaries, as mentioned above, after examination of the Special Purpose Financial Statements have confirmed that the Special Purpose Financial Statements:

(i) do not require any adjustment for modification as there is no modification in the underlying audit reports; and

(ii) have been prepared in accordance with the Act, ICDR Regulations and the Guidance Note.

9. Based on our examination and according to the information and explanations given to us and also as per the reliance placed on the examination reports submitted by other auditors as at and for the years ended March 31st, 2025, March 31st, 2024 and March 31st, 2023 in respect of the Companys subsidiaries, we report that Restated Consolidated Financial Information:

a) do not require any adjustment for modification as there is no modification in the underlying audit reports;

b) have been prepared in accordance with the Act, ICDR Regulations and the Guidance Note.

10. We have complied with the relevant applicable requirements of the Standard on Quality Control (SQC) 1, Quality

Control for firms that Perform Audits and Reviews of Historical Financial Information, and Other Assurance and Related Services Engagements.

11. The Restated Consolidated Financial Information do not reflect the effects of events that occurred subsequent to the respective dates of reports on the Audited Consolidated Financial Statements and Audit Special Purpose Financial Statements as referred to in paragraph (5) above.

12. This report should not in any way be construed as a reissuance or re-dating of any of the previous audit reports issued by us or the other auditors, nor should this report be construed as a new opinion on any of the financial statements referred to herein.

13. We have no responsibility to update our report for events and circumstances occurring after the date of the report.

14. Our report is intended solely for use of the Board of Directors for inclusion in the RHP/Prospectus to be filed with Securities and Exchange Board of India, Stock Exchanges and Registrar of Companies, Madhya Pradesh, in connection with the proposed IPO. Our report should not be used, referred to, or distributed for any other purpose except with our prior consent in writing. Accordingly, we do not accept or assume any liability or any duty of care for any other purpose or to any other person to whom this report is shown or into whose hands it may come without our prior consent in writing.

For Anil Kamal Garg & Company

Chartered Accountants ICAI

Firm Registration No.: 004186C

 

(Devendra Bansal)

Partner Membership No.: 078057

ICAI UDIN: 25078057BMNXOB2196

 

Place: Indore

Dated: June 19th, 2025