National Highways Infra Trust Auditor Reports

To the Unit Holders of National Highways Infra Trust

Report on the Audit of the Standalone Financial Statements

OPINION

We have audited the accompanying standalone financial statements of National Highways Infra Trust ("the InvIT" or "the Trust"), which comprise the Balance Sheet as at 31st March 2025, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Changes in Unitholders Equity and the Statement of Cash Flows for the year then ended, the Statement of Net Assets at fair value as at 31st March 2025, the Statement of Total Returns at fair value and the Statement of Net Distributable Cash Flows ("NDCFs") for the year then ended and notes to the standalone financial statements including a summary of material accounting policy and other explanatory information (hereinafter referred to as "the standalone financial statements").

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Securities and Exchange Board of India (Infrastructure Investment Trusts) Regulations, 2014 as amended from time to time including any guidelines and circulars issued thereunder (together referred to as the "SEBI InvIT Regulations") in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards as defined in rule 2(1)(a) of the Companies (Indian Accounting Standards) Rules, 2015, as amended ("Ind AS") and other accounting principles generally accepted in India, to the extent not inconsistent with SEBI InvIT Regulations, of the state of affairs of the Trust as at 31st March 2025, its profitincluding other comprehensive income, its cash flows, its statement of changes in Unitholders equity for the year ended 31st March 2025, its net assets at fair value as at 31st March 2025, its total returns at fair value and the net distributable cash flows of the Trust for the year ended 31st March 2025.

BASIS FOR OPINION

We conducted our audit of the standalone financial statements in accordance with the Standards on Auditing ("SAs") issued by the Institute of Chartered Accountants of India. Our responsibilities under those Standards are further described in the Auditors Responsibilities for the Audit of the Standalone Financial Statements section of our report. We are independent of the Trust in accordance with the Code of Ethics issued by the

Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the standalone financial statements under the provisions of the SEBI InvIT Regulations, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion on the standalone financial statements.

EMPHASIS OF MATTER

We draw attention to Note No. 45 of the standalone financial statements, which describes the recognition of an impairment loss in accordance with Ind AS 36, Impairment of Assets. As detailed in the said note, the Trust has carried out an assessment of impairment indicators for its financial assets, including equity investments, loans, and related interest receivable from its subsidiaries. Based on the assessment, an impairment loss amounting to 17,930.00 Lakhs has been recognized in respect of the investment in NHIT Eastern Projects Private Limited (NEPPL), where the recoverable amount, determined using value in use based on discounted cash flows and adjusted for Investment Manager fee, was lower than the carrying amount Our opinion is not modified in respect of matters mentioned in above paragraphs

KEY AUDIT MATTERS

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements for the financial year ended 31 st March 2025. These matters were addressed in the context of our audit of the standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined the matters described below to be the key audit matters to be communicated in our report.

1. Assessment of Impairment of Investment made in and Loans given to the subsidiary company, NHIT Western Projects Private Limited ("NWPPL"), NHIT Eastern Project Private Limited ("NEPPL"), and NHIT Southern Projects Private Limited ("NSPPL") also.

Key Audit Matter	Auditors Response
As at 31st March 2025, the carrying amount of Equity Investment by the Trust in NWPPL amounted to 1,39,553.52 Lakhs. Further, the Trust has granted loan to NWPPLtilldateamountingto 9,62,672.66Lakhs. estimated including value in use determined.	Our Audit Procedures included the following:-
As at 31st March 2025, the carrying amount of Equity Investment by the Trust in NEPPL amounted to 2,22,680.00 Lakhs (net of impairment). Further, the Trust has granted loan to NEPPL till date amounting to 13,32,171.39 Lakhs.	• Assessed the appropriateness of the future cash flows
As at 31st March 2025, the carrying amount of Equity Investment by the Trust in NSPPL amounted to 2,50,000.00 Lakhs. Further, the Trust has granted loan to NSPPL till date amounting to 15,26,304.54 Lakhs.	In making this assessment, we also evaluated the objectivity, independence and competency of specialists involved in the process;
In accordance with its accounting policy and requirements under Ind AS, the management has performed an impairment assessment by comparing the carrying value of these investments made/ loans given to NWPPL, NEPPL and NSPPL to their recoverable amount.	• Assessed the assumptions around the key drivers of the revenue projections, future cash flow, discount rates / weighted average cost of capital that were used by the management.
For impairment testing, value in use has been determined by forecasting and discounting future cash flows of subsidiary company. Further, the value in use is highly sensitive to changes in critical variable used for forecasting the future cash flows including traffic projections for revenues and discounting rates. The recoverable amount is the higher of (a) fair value less cost to sell (b) value in use. The determination of the recoverable amount from subsidiary company involves management estimates and judgment which may affect the outcome.	• As regards loan granted to NWPPL, NEPPL & NSPPL we have obtained and considered Management evaluations of recoverability of loans granted to NWPPL, NEPPL & NSPPL.
So, there is an inherent risk in the valuation of investment/ recoverability of loans, due to the use of estimates and judgements mentioned above.	• Tested the arithmetical accuracy of Impairment Sheet.
Accordingly, the assessment of impairment of investment/loans in subsidiary company has been determined as a key audit matter. Refer Note 2.1 (n) for the accounting policy on Impairment of Investments and Loan to SPV & Note 45 relating to Disclosure pursuant to Ind AS 36 "Impairment of Assets" in Standalone Financials as at 31st March 2025.	• Obtained Management Representation in this respect.

2. Computation and disclosures as prescribed in the SEBI InvIT regulations relating to Statement of Net Assets at Fair Value and Total Returns at Fair Value

Key Audit Matter	Auditors Response
As per SEBI InvIT regulations, the Trust is required to disclose statement of net assets at fair value and statement of total returns at fair value. The fair value is determined by forecasting and discounting future cash flows from the operations of the investee entities which involves management estimates and judgement. These estimates and judgements include discounting rates, Tax rates and inflation rates which are considered for computing the fair value.	Our Audit Procedures included the following:-
There is an inherent risk in the computation of fair value due to the use of estimates and judgements mentioned above.	• Obtained the understanding of the requirements of SEBI InvIT regulations for disclosures relating to Statement of Net Assets at Fair Value and Statement of Total Returns at Fair Value.
Therefore, computation and disclosures of statement of net assets at fair value and statement of total returns at fair value is considered as a Key Audit Matter.	• Assessed the Valuation Report issued by the IndependentValuerengagedbythemanagement. Also assessed the appropriateness of the Trusts valuation methodology applied in determining the fair values.
Refer Note-2.1(n) Significant	• Obtained Management Representation in this respect.
– Fair Valuation and Disclosures and Statement of net assets at fair value and Statement of total returns at fair value in thestandalonefinancial . statements	• Tested the arithmetical accuracy of computation in the statement of net assets and total returns at fair value.
	• Ensured that disclosures is in compliance with SEBI InvIT regulations relating to the statement of net assets at fair value and the statement of total returns at fair value.

3. Related Party Transactions and Disclosures

Key Audit Matter	Auditors Response
The Trust has undertaken transactions with its related parties in the normal course of business.	Our Audit Procedures included the following:-
These include making loans to Project SPV, earning interest on such loans, fees for services provided by related parties to Trust etc. as disclosed in Note 33 of the Standalone Financial Statements.	• Obtained the understanding of policies, processes parties, necessary approvals, recording and disclosure of related party transactions, including compliance of transactions and disclosures in accordance with InVIT regulations.
Considering the importance of accuracy and completeness of related party transactions and its disclosures in the aforesaid standalone financial statements, we have considered this as a key audit matter.	• Tested the related party transactions with the underlying contracts and other supporting documents for appropriate authorization and approval for such transactions.
	• Reviewed the minutes of governing body of Trust in connection with transactions to assess authorization by the Board and whether the transactions are in the ordinary course of business at arms length and in accordance with the SEBI InvIT regulations.
	• Obtained Management Representation in this respect.
	• Ensured that the disclosures made in accordance with the requirements of Ind AS and SEBI InvIT regulations.

4. Classification of unit holders funds as equity

Key Audit Matter	Auditors Response
(as described in Note 11 of the standalone financial statements)	Our audit procedures included, among others:
The InvIT is required to distribute to Unitholders not less than ninety percent of its net distributable cash flows of the unitholders funds contains a contractual obligation of the Trust to pay to its Unitholders cash distributions. The Unitholders funds could therefore have been classified as a compound financial instrument which contains both equity and liability components in accordance with Ind AS 32 - Financial Instruments: Presentation.	We obtained and read the requirements for classification of financial liability and equity under Ind AS 32 and evaluated the provisions of SEBI Circulars for classification/presentation of unit holders funds in the financial statements of an foreach year.Accordingly, Infrastructure Investment Trust.
However, in accordance with SEBI Circulars (Circular No.SEBI/ HO/DDHS-PoD-2/P/CIR/2024/44 dated 15th May 2024) issued under the InvIT Regulations, the unitholders funds have been classified as equity in order to comply with the mandatory requirements of Section H of Annexure A to the SEBI Circular dated 20th Oct 2016 dealing with the minimum disclosures for key financial statements.	We read and assessed the disclosures included in the standalone financial statements for compliance with the relevant requirements of InvIT regulations
Considering the judgment required for classification of unit holders funds as equity and liability, this is considered as a key audit matter.

INFORMATION OTHER THAN THE STANDALONE FINANCIAL STATEMENTS AND AUDITORS REPORT THEREON

The Board of Directors of Investment Manager is responsible for the other information. The other information comprises the information included in the Management Discussion and Analysis Report, Investment Managers

Report including annexures to Investment Managers Report and other information as required to be given by SEBI InvIT Regulations, but does not include the standalone financial statements and our report thereon. Our opinion on the standalone financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit ofthestandalonefinancialstatements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated. When we read the other information, if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance and take appropriate actions necessitated by the circumstances and the applicable laws and regulations

RESPONSIBILITIES OF THE BOARD OF DIRECTORS OF INVESTMENT MANAGER FOR THE STANDALONE FINANCIAL STATEMENTS

The Board of Directors of Investment Manager is responsible for the preparation of these standalone financial statements that give a true and fair view of the financial position as at 31st March 2025, financial performance including other comprehensive income, cash flows and the movement of the Unitholders equity for the year ended 31st March 2025, the net assets at fair value as at 31st March 2025, the total returns at fair value and the net distributable cash flows of the Trust for the year ended 31 st March 2025, in accordance with the requirements of the SEBI InvIT Regulations, Indian Accounting Standards as defined in Rule 2(1)(a) of Companies (Indian Accounting Standards) Rules, 2015, as amended and other accounting principles generally accepted in India, to the extent not inconsistent with SEBI InvIT Regulations. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the SEBI InvIT Regulations for safeguarding of the assets of the Trust and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgements and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls for ensuring the accuracy and completeness of accounting records, relevant to the preparation and presentation of the standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud and error.

In preparing the standalone financial statements, the Board of Directors is responsible for assessing the Trusts ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Board of Directors of Investment Manager either intends to liquidate the Trust or to cease operations, or has no realistic alternative but to do so.

The Board of Directors of Investment Manager are also responsible for overseeing the Trusts financialreporting process.

AUDITORS RESPONSIBILITY FOR THE AUDIT OF THE STANDALONE FINANCIAL STATEMENTS

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

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

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

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Trusts internal controls.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the Board of Directors of the Investment Manager.

• Conclude on the appropriateness of the Board of Directors of Investment Managers use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related toeventsorconditionsthatmaycastsignificantdoubt on the Trusts ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors report. However, future events or conditions may cause the Trust to cease to continue as a going concern.

Evaluate the overall presentation, structure and content of the standalone financial statements, including the disclosures, and whether the standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

Materiality is the magnitude of misstatements in the standalone financial statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the

We consider quantitative materiality financialstatementsmaybeinfluenced. and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the financial statements.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards. From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone financial statements for the financial year ended31 st March, 2025 and are therefore the key audit matters. We describe these matters in our report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

Based on our audit and as required by SEBI InvIT Regulations, we report that:

a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit;

b) The Standalone Balance Sheet, the Standalone Statement of Profit and Loss including Other Comprehensive Income, the Standalone Statement of Cash Flows, Statement of Changes in Unitholders Equity, the Statement of Net Assets at fair value, the Statement of Total Returns at fair value and the Statement of Net Distributable Cash Flows dealt with by this Report are in agreement with the books of account of the Trust;

c) In our opinion, the aforesaid financial statements comply with the Indian Accounting Standards as defined in Rule 2(1)(a) of Companies (Indian Accounting Standards) Rules, 2015, as amended, to the extent not inconsistent with SEBI InvIT regulations.

d) There were no amounts which were required to be transferred to the Investor Protection and Education Fund by the Fund.

	For A. R. & Co.
	Chartered Accountants
	FRN. 002744C
	CA Mohd Azam Ansari
	Partner
Place: New Delhi	Membership No: 0511623
Date: 28th May 2025	UDIN: