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National Highways Infra Trust Management Discussions

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Mar 28, 2025|12:00:00 AM

National Highways Infra Trust Share Price Management Discussions

The Management Discussion and Analysis section for the year under review, as stipulated under the SEBI Listing Regulations, provides a comprehensive overview of a companys performance, operations, and future prospects. It aims to provide insights into the companys strategic direction, financial health, risks,

challenges, and opportunities.

ABOUT NATIONAL HIGHWAYS INFRA TRUST

NHAI ("Sponsor") settled the National Highways Infra Trust ("NHIT") on 19th October, 2020, as a contributory irrevocable Trust, pursuant to the Trust Deed executed under the provisions of the Indian Trusts Act, 1882. NHIT was registered with Securities and Exchange Board of India ("SEBI") on 28th October, 2020, as an infrastructure investment trust ("InvIT") under Regulation 3(1) of the SEBI InvIT Regulations, 2014 having registration number IN/InvIT/20-21/0014. National Highways Infra Investment Managers Private Limited ("NHIIMPL") has been appointed as the Investment Manager to NHIT.

Currently, NHIT holds a diversified portfolio of fifteen (15) operating toll roads with an aggregate length of about 1,525 km spread across the 9 states of Assam, Gujarat, Karnataka, Madhya Pradesh ("MP"), Maharashtra, Rajasthan, Telangana, Uttar Pradesh ("UP") and West Bengal ("WB"), with concession periods ranging between 20 to 30 years.

NHIT through its two wholly owned Special Purchase Vehicle ("SPV"), NHIT Western Projects Private Limited ("NWPPL") (formerly known as National Highways Infra Projects Private Limited) and NHIT Eastern Projects Private Limited ("NEPPL") has entered into 15 independent concession agreements with NHAI for toll roads against a concession fee of over 26,000 crore. The concession agreements for first bundle (5 operating toll roads) became effective on 16th December, 2021, for second bundle (3 operating toll roads) on 29th October, 2022 and for third bundle (7 operating toll roads) on 1st April, 2024.

In order to acquire concession right for these roads, NHIT has cumulatively raised ~ 14,713 crore from equity capital markets and balance through debt instruments, since November 2021. Historically, units of NHIT were issued at a price of 101.00 in November 2021 and were listed on both BSE and NSE on 10th November, 2021. The additional units issued for funding second and third round of monetisation were listed on both BSE and NSE respectively on 12th October, 2022 and 19th March, 2024.

Additionally, NHIT has issued Non-Convertible Debentures ("NCDs") during the FY 2022-2023, which were listed on the BSE and NSE on 27th October, 2022.

About National Highways Infra Investment Managers Private Limited ("NHIIMPL")

NHIIMPL was incorporated as a private limited company on 25th July, 2020, under the Companies Act, 2013. The company was initially incorporated as a wholly owned subsidiary of NHAI. Subsequently, NHAI transferred its entire shareholding in the company to the President of India, acting through the Ministry of Road Transport and Highways ("MoRTH"), Government of India ("GoI"). Presently, NHIIMPL is a government company as defined under the Companies Act, 2013, as amended. The current paid up capital of the NHIIMPL is 11.00 crore.

About NHIT Western Projects Private Limited ("NWPPL")

(formerly known as National Highways Infra Projects Private Limited ("NHIPPL"))

NWPPL is a private limited company incorporated on 23rd July, 2020, under the Companies Act, 2013. The current paid up capital of the NWPPL is 1,294.10 crore. NHIT (jointly with its nominee) holds 100% of the issued, subscribed, and paid-up share capital of NWPPL.

NWPPL had entered into five (5) independent concession agreements with NHAI for concessions of each of the Roads, including Abu Road - Palanpur in Gujarat/Rajasthan, Abu Road - Swaroopganj in Rajasthan,

Kothakota Bypass - Kurnool in Telangana, Maharashtra/Karnataka Border - Belgaum and Chittorgarh - Kota & Chittorgarh Bypass in Rajasthan. The concession agreements provide NWPPL the right to collect tolls for a period of 30 years, from the declared appointed date of 16th December, 2021, from users of each Road, with certain overlay activities and the construction of additional toll lanes in respect of certain Roads. In lieu of the concession rights, NWPPL had paid a concession fee of 7,350.40 crore to NHAI. Additionally, NHIT has paid 101.00 cr for purchasing equity of NWPPL from NHAI.

Subsequently during FY 2022-23, NWPPL had entered into three (3) additional independent concession agreements with NHAI for concessions of each of the roads including Agra Bypass in UP, Shivpuri - Jhansi in UP/MP and Borkhedi - Wadner - Kelapur in Maharashtra/Telangana. The concession agreements provide NWPPL, the right to collect tolls for a period of 20 years, from the declared appointed date of 29th October, 2022, from the users of each road, with certain overlay activities, service roads, and the construction of structures/ toll plaza. In lieu of the concession rights, NWPPL had paid a total concession fee of 2,849.67 crore to NHAI (comprising base concession fee of 2,825.00 crore and an additional concession fee of 24.67 crore).

Responsibility for supervision of the operations and maintenance of the above-mentioned roads also vests with NWPPL.

The toll revenue of NWPPL was approx. 943.91 crore and other income was 7.05 crore for the last financial year.

About NHIT Eastern Projects Private Limited ("NEPPL")

NEPPL is a private limited company incorporated on 19th April, 2023, under the Companies Act 2013. The current paid up capital of the NEPPL is 2,406.00 crore. NHIT (jointly with its nominee) holds 100% of the issued, subscribed and paid-up share capital of NEPPL. During the last FY 2023-24, NEPPL had entered into seven (7) independent concession agreements with NHAI for Chitradurga Bypass - Davanagere - Hubli in Karnataka, Lakhnadon - Mahagaon - Khawasa in MP, Rewa - Lakhnadon in MP, Orai - Barah in UP, Chichra - Kharagpur in WB, Kachugaon - Kaljhar and Kaljhar - Patacharkuchi in Assam. During FY 2023-24, NEPPL had paid a total concession fee of 15,699.88 to NHAI (comprising base concession fee of 15,624.90 crore and an additional concession fee of 74.98 crore) as consideration of the concession agreements.

The concession agreements provide NEPPL, the right to collect tolls for a period of 20 years, from the declared appointed date of 1st April, 2024, from the users of each road, with certain overlay activities, service roads, and the construction of structures/ toll plaza Further, NEPPL is also responsible for supervision of the operations and maintenance of the above-mentioned roads.

About National Highways InvIT Project Managers Private Limited ("NHIPMPL")

NHIPMPL ("Project Manager") was incorporated as a private limited company on 9th March, 2021. The Project Manager is a wholly-owned subsidiary of NHAI. The Project Manager is mandated to assist NWPPL and NEPPL for the operations & maintenance as per the stipulated terms of the underlying projects concession agreements. Further, duties of Project Manager also includes liaisoning with authorities and reporting service deficiencies of the underlying assets.

FINANCIAL STATEMENTS

Summary of Consolidated and Standalone Financial Statement of NHIT as of 31st March, 2024

Particulars

Standalone

Consolidated

FY 23-24

FY 22-23

FY 23-24

FY 22-23

Total Income

1,247.35

957.89

974.63

700.88

Investment Manager Fee

18.00

12.64

18.00

12.64

Project Manager Fee

-

-

11.68

9.91

Particulars

Standalone

Consolidated

FY 23-24

FY 22-23

FY 23-24

FY 22-23

Operating Expenses

-

-

136.66

90.25

Finance Cost

251.40

165.90

280.23

166.21

Depreciation & Amortization Expenses

-

-

247.71

175.61

Other Expenses

2.81

2.28

45.70

28.85

Total Expenditure

272.21

180.82

739.98

483.47

Profit Before Tax

975.14

777.07

234.65

217.41

Total Comprehensive Income for the Year

968.19

772.36

294.20

256.90

Outlook on Indian Economy

Indian economy has been on a steady growth trajectory, poised to become the 3rd largest economy globally with a projected Gross Domestic Product("GDP") of USD 8 trillion by 2030 and USD 30-35 trillion by 20471. Over the past decade, significant policy actions by the Government of India have revolutionized the countrys infrastructure and financial sectors. These reforms have fostered inclusive development, elevating India to the 5th largest economy with a GDP of USD 3.7 trillion.

Despite global economic uncertainties, geopolitical tensions from the Russia-Ukraine War, supply chain disruptions due to the Red Sea Crisis, and tightening financial conditions in major economies like the US, Indias domestic demand has remained relatively resilient.

For the FY 2023-24, Indias real GDP growth has settled at 8.2%. However, ?nfluenced by high interest rates and a strategic reduction in fiscal stimulus, the GDP is projected to moderate to 6.8% in fiscal 20252.

The proposed measures are part of a broader effort to maintain economic stability and long-term growth. Importantly, continued government support for capital expenditures and rural incomes is anticipated to play a significant role in sustaining economic momentum.

Outlook on Inflation (CPI):

Headline Consumer Price Index ("CPI") inflation eased to an estimated 5.5% this fiscal from 6.7% in fiscal 2023. In FY25, inflation is expected to decline further to 4.5% on average3. Assuming a normal Southwest monsoon and healthy agricultural output, food inflation, which forms 39% share in the CPI basket, is expected to trend downwards. Core inflation is forecasted to stay benign but could see some statistical uptick given the low base in the fiscal 2024.

Unpredictable weather shocks remain the biggest risk to the inflation outlook which will be partially cushioned through government interventions to minimise the adverse impact.

As per the Ministry of Commerce and Industry, Wholesale Price Index ("WPI") inflation declined to 0.86% in December 2023; largely led by the WPI-food and core (manufactured non-food products) items.

Indias Push for Infrastructure

India has an ambitious vision for 2047, the year when it will celebrate 100 years of independence. The vision aspires transforming the nation into a developed country with world-class infrastructure and facilities. The Government of India is expected to undertake multiple initiatives to revolutionize the nations infrastructure which may include High Speed Road and Rail Network, Expansion and setting up new Major & Non-Major Ports and Multimodal Logistics Parks.

Government Focus on Infrastructure Spending

1. Capital Expenditure

The progress of National Highways ("NH") in India has been a remarkable decadal growth story aligned with a significant increase in budget allocation and construction pace. In the last few years, the governments capital expenditure ("capex") has significantly increased, indicating a robust recovery in the investment cycle. The Centres budgetary capex surged from 2.5 lakh crore in fiscal 2016 to 9.6 lakh crore in fiscal 2024, nearly fourfold. At the same time, State capex also grew by 2.2 times during this period. From averaging 1.7% of GDP from fiscal 2016 to 2020, the Centres capex has nearly doubled to 3.4% of GDP, planned for the upcoming fiscal.

Further, the Government of India has been actively focusing on enhancing the transport infrastructure4, which is evident from 2.5 times increase in capital expenditure in transport infrastructure over the years from 2.1 lakh crore in 2021-22 to 5.3 lakh crore budgeted in 2024-20255. This increase is particularly focused on enhancing physical connectivity enabling in reduction of the logistics costs and boost competitiveness. Primary areas of expenditure include rural roads, highways, airports, and railways.

3 CRISIL Research- MI&A

4 Budget pertains towards Ministry of Road, Transport and Highways and Ministry of Railways

5 https://www.indiabudget.gov.in/doc/bh1.pdf

Further, a raft of significant reforms has been introduced by the government in recent years to bolster Core Infrastructure growth in India includes streamlining of project identification and structuring through the National Infrastructure Pipeline ("NIP"), establishment of the dedicated National Bank for Financing Infrastructure and Development ("NaBFlD") to facilit?te financing for these projects, and introduction of the PM Gati Shakti scheme aimed to improve inter-ministerial coordination and project execution efficiency. Additionally, the National Monetisation Pipeline ("NMP") has facilitated leveraging of the value of public assets for infrastructure development. Collectively, these reforms are targeted to create a favourable environment for the healthy growth of infrastructure in the country and achieve its 2047 targets.

2. Focus on Infrastructure Investment

Growth in Indias Infrastructure over the coming fiscals is expected to be driven by the governments spending towards Core Infrastructure, including roads, railways and urban infrastructure. Cumulatively, Core Infrastructure sectors are projected to constitute 67% of the total infrastructure spending, of ? 143 lakh crore, planned for fiscals 2024-2030.

Total Investments

Green Investments

Total Investment Core Infra

2017-2023E

2024-2030P

2017-2023E

2024-2030P

Roads

2017-2023E

2024-2030P

Core Infra

X 50.4 lakh crore

X 96.8 lakh crore

NA

NA

718.3 lakh crore

7 37.3 lakh crore

Railways

712.4 lakh crore

7 25.6 lakh crore

Energy

715.5 lakh crore

7 39.1 lakh crore

7 6.6 lakh crore

X 30.3 lakh crore

Urban Infra

7 8.6 lakh crore

718.9 lakh crore

Transport

X 0.8 lakh crore

X 7.0 lakh crore

X 6.6 lakh crore

X 6.3 lakh crore

Other Infra

X 11.1 lakh crore

X 15.0 lakh crore

Overa II Infrastructure

7 66.7 lakh crore

7142.9 lakh crore

7 7.2 lakh crore

7 36.6 lakh crore

Core Infra

X 50.4 lakh crore

X 96.8 lakh crore

Development of the National Highways

National Highways constitute around 2% (1,46,145 km) of the countrys road network, but carry about 40% of the total road traffic. NHAI, the nodal agency under the MoRTH, is responsible for building, maintaining and upgrading over 82,000 kms of NHs. To develop the NH network, NHAI launched the National Highways Development Project ("NHDP") in the year 1998 spread over seven phases and incorporates private sector involvement through Engineering Procurement and Construction ("EPC"), Build Operate Transfer ("BOT"), and Hybrid Annuity Model ("HAM") contracts.

NHDP was followed by Bharatmala Pariyojana ("BMP" - flagship program for National Highways being implemented by MoRTH), 26,425 km in length has already been awarded with a total capital cost of 8.53

lakh crore (USD 103 billion) including ~6,800 km of high-speed corridors. Out of 26,425 km, ~52% of projects by total cost are being executed under PPP mode with 2 lakh crore (USD 24 billion) private investment.

Further, the MoRTH is expected to set out pipelines of assets under the Vision 2047 Master Plan which may include construction of over 750,00 km of highways including 50,000 km high-speed corridor (access controlled) by 2047 to cater high-speed corridor density of India, Equitable access to National Highways especially in under- developed regions, provide world class Passenger Amenities and target reduction in logistics cost. Vision 2047 is expected to incorporate the elements of BMP and take highway construction activity to a new level.

Stable NHAI Awarding

NHAI awarding has witnessed a rise from 2,222 km in fiscal 2019 to 6,003 km in fiscal 2023 due to favourable changes in the BOT and HAM agreements. Relaxation of bidder eligibility criteria by NHAI indicates a policy shift to enhance private-sector participation and consequently, catalyse the award of HAM projects. While the share of HAM in awarding increased slightly from 54% in fiscal 2022 to 56% in fiscal 2023 the EPC share remained unchanged at 43%.

NHAI is expected to award ~4,000-4,500 kms in fiscal 20256, however the respective shares of HAM, EPC and BOT in the total awarding are expected to remain at similar levels vis-vis fiscal 2024. Over the medium term, it is expected that the NHAI would continue to award -5,000 kms per year on an average between fiscals 2024 and 2028

Financing Trends

It is estimated that 17-19 lakh crore will be invested in national highways between fiscals 2023 and 2027, with public funds dominating the overall spending7. The NHAI awarding under the HAM and on cash-contract basis is dependent on an active asset monetisation programme.

As part of asset monetisation initiatives, highway sector has been successful in monetization of completed assets (having operational history of atleast one year) through Toll-Operate-Transfer ("ToT") and InvIT. Till date, USD 8.2 Bn (^ 0.68 lakh crore) has been raised by MoRTH/NHAI leveraging TOT & InvIT for over 3,800 km of highways. Further, NHAI is targeting to unlock over 2,700 km of its operating toll roads through TOT and InvIT during FY 2024-25.

According to SEBI Database8, InvIT and Real Estate Imvestment Trust ("REIT") have raised over 39,023.6,000 crore during FY 2023-24. Further, going forward, the road sector is likely to be a major beneficiary of the new ?nflows.

Indian companies participating in the asset monetisation are part of the large developer/concessionaire groups and InvITs with their ability to raise funds from both foreign and domestic investors/markets at competitive rates. This could lead to stronger flow of funds from the Foreign Direct Investment ("FDI") and capital / corporate bond markets.

It has been demonstrated through continued interest from the foreign investment inflows with India receiving a total FDI inflow of USD 70.9 billion in the financial year 2023-24.

Out of total FDI flows, FDI equity inflow received during FY 2023-24 stood at USD 44.4 billion. The FDI inflow in construction (infrastructure activities), construction development, and power sectors doubled in 2023-24. Construction (infrastructure activities) FDI equity inflow in FY 24 increased by 1.5 times standing at USD 4.2 billion from USD 3.2 billion in FY229.

Going forward, support of the foreign and domestic investors, into asset categories within the National Monetisation Pipeline, will be crucial for achieving successful monetization goals set by the Government. Based on the anticipated investment trends, Roads InvITs are poised to make an attractive investment class for these funds, offering stable returns and aligning with their long-term investment strategies.

Positive changes in Model Concession Agreements ("MCA")

Recent amendments to the MCA for TOT and BOT toll models demonstrate openness to the views of the investor community and refinement of concession documents and bidding strategy from time to time.

Reform in TOT MCA for modification of traffic variance bands from 20% to 5% and revising the test points or target points to every fifth year during the concession period are expected to enhance the adaptability to traffic performance variations and revenue target evaluations.

Similarly, increasing the minimum vacant access and Right of Way ("RoW") from 80% to 90% and stricter clauses are introduced to curb project implementation delays, are encouraging revisions for the serious BOT developers.

These strategic adjustments in both TOT and BOT Toll models are targeted to attract more investment by aligning project timelines more closely with investor and operational realities, ensuring that infrastructure development progresses efficiently and effectively.

Road Ahead

The Indian government has demonstrated robust commitment to enhancing the nations infrastructure through strategic capital expenditure and regulatory reforms. The modifications to the MCA for both TOT and BOT toll models, including more frequent evaluations and revised toll collection thresholds, are designed to bolster investor confidence and streamline project implementations. These changes, along with significant investment in core infrastructure sectors and a focused approach on smoother project delivery, are set to drive substantial growth across Indias highways sector. NHAI has actively played a crucial role in the NMP so far, which will be continued through TOT and InvIT. This holistic approach ensures that infrastructure development not only progresses efficiently but also aligns with the broader economic growth objective of becoming a USD 8 trillion economy by 2030.

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